Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period. (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and (ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and (iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and (iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 2 contracts
Samples: Employment Agreement (Adicet Bio, Inc.), Employment Agreement (Adicet Bio, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and Release all related persons and entities (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) : the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) ); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 2 contracts
Samples: Employment Agreement (Cullinan Therapeutics, Inc.), Employment Agreement (Cullinan Oncology, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within three (3) months prior to or 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.5 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) Awards and any Performance-Based Equity Awards that are then outstanding and eligible to vest based on Executive’s continued employment as provided for under Section 6 above shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards and Performance-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards and Performance-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards or Performance-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 2 contracts
Samples: Employment Agreement (Amylyx Pharmaceuticals, Inc.), Employment Agreement (Amylyx Pharmaceuticals, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on is within three months prior or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable, paid or to be paid in the same calendar year; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement equity incentive plan(s) or other stock-based award agreementagreement(s), all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Black Diamond Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These The provisions of this Section 6 shall terminate and be of no further force or effect after the Change in Control Period. For the avoidance of doubt, in no event will the Executive be entitled to severance benefits under both Section 5 and Section 6 of this Agreement.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter period as set forth in the Separation Agreement):
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) ). Such amounts to be paid in a lump sum cash payment; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of that the Separation Agreement and Release becomes irrevocable (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until to the earlier extent necessary to effectuate the terms of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited)this Agreement. Notwithstanding the foregoing, (i) no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date, and (ii) any unvested portion of an equity award that was not forfeited on the Date of Termination shall be forfeited if the Separation Agreement does not become effective and irrevocable within the time period set forth therein; and
(iviii) subject if the Executive was participating in the Company’s group health plan immediately prior to the Executive’s copayment Date of premium amounts at the applicable active employees’ rate Termination and the Executive’s proper election timely elects to receive continued health benefits under the COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company full cost of such continuation coverage plus any administration fee until the earliest of (A) the twelve (_12) _ month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlControl of Parent, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in ControlControl of Parent, if higher) ); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Vaccitech PLC)
Severance Pay and Benefits. Upon Termination by If you enter into, do not revoke, and comply with this Agreement, then the Company without Cause or by will provide you with the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, below payments and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Periodbenefits.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in you an amount equal to one (1) times the sum of (A) 12 months of your Base Salary, as that term is defined in the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlEmployment Agreement, if higher) plus (B) the Executive’s your Target Bonus for the then-current 2023 fiscal year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting DateSeverance Amount”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and;
(ivb) subject to the Executive’s your copayment of premium amounts at the applicable active employees’ rate and the Executive’s your proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the Executive group health plan provider, the COBRA provider or to you a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents you if the Executive you had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of TerminationSeparation Date; (B) the date that the Executive becomes eligible your eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health your continuation rights under COBRA. The ; provided, however, if the Company determines that it cannot pay such amounts payable under this to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 6(a2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to you for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(c) accelerated vesting of each of your outstanding stock options shall occur such that, on the Effective Date of this Agreement, you shall receive immediate accelerated vesting of each option with respect to the extent taxablesame number of shares that would have vested if you had continued in employment with the Company through the next anniversary of the grant date for such option (the “Accelerated Vesting Date”), shall be paid or commence in accordance with the vesting schedule applicable to be paid within 60 days after the Date of Termination; such option, provided, however, that if the 60-day period begins Separation Date falls on an anniversary of the grant date of any stock option, no accelerated vesting will be provided for such stock option; provided further, that any termination or forfeiture of the unvested portion of such options that would otherwise occur on the Separation Date in one calendar year the absence of this Agreement will be delayed until the Effective Date of this Agreement and ends in a second calendar year, such payments will only occur if the vesting pursuant to this subsection does not occur due to the extent they qualify as “non-qualified deferred compensation” absence of the Agreement becoming fully effective within the meaning time period set forth therein. For the avoidance of doubt, the portion of your stock options that are accelerated pursuant to this Section 409A will remain exercisable for ninety (90) days following the end of your service on the Code, shall be paid or commence Board pursuant to be paid in the second calendar year by the last day of such 60-day periodSection 1(b) above.
Appears in 1 contract
Samples: Separation Agreement (Black Diamond Therapeutics, Inc.)
Severance Pay and Benefits. Upon (a) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for Good Reason within outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) 6(c), or the Executive terminates employment for Good Reason as provided in Section 3(e) and in 6(d), each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, then in addition to the Accrued ObligationsBenefits, and subject to (i) the Executive signing of a separation agreement and release in [substantially the form attached hereto as Exhibit A](6) [a form and manner satisfactory to the Company](7) (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Release):
(i) the The Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum 9 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) “Severance Amount”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 9 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar yearCompany determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the extent they qualify as “non-qualified deferred compensation” within Executive for the meaning of Section 409A of the Code, time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid or commence to be paid in on the second calendar year by the last day of such 60-day periodCompany’s regular payroll dates.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions (other than the provisions applicable after the Change in Control Period to a termination that occurs during the Change in Control Period) shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum payment in cash in an amount equal to one two (12) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) andplus (C) an amount equal to the value of the Executive’s target annual equity award for the then-current year (the “Change in Control Payment”);
(ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall make a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earlier of (A) the 24-month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan. The Company will make such payments directly to the group health plan provider or the COBRA provider to the maximum extent possible; provided, however, that if the Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any unpaid bonus earned reason, as determined by the Company in its sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the Executive for the year preceding time period specified above. Such payments to the date of ExecutiveExecutive shall be subject to tax-related deductions and withholdings and paid on the Company’s employment terminationregular payroll dates;
(iii) the Company shall cause to be continued, payable at the time Company’s expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination ; provided, however, that in the event that the Company determines, in the reasonable exercise of its discretion, that it otherwise is impossible or impracticable for the Company to continue such coverage, including, but not limited to, by reason of operation of the plans or applicable law, the Company will pay the Executive a lump sum equal to the amount the Company would have been paid had for such coverage for the Executive’s employment with 24-month period following the Company not terminated, Date of Termination based on the cost of such coverage as of the Date of Termination; and
(iiiiv) notwithstanding anything to the contrary in any applicable equity award, option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Executive’s Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), Agreement; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the forfeiture of the unvested portion of the Executive’s options such awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards portion of such awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards any such awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject effective date of the acceleration. The Executive shall also be entitled to any other rights and benefits with respect to equity awards, options and stock-related awards, to the Executive’s copayment of premium amounts at extent and upon the applicable active employees’ rate and terms provided in the Executive’s proper election employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; which such options or (C) the cessation of the Executive’s health continuation rights under COBRAawards were granted. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by In the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s 's employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change 7 7 benefits with respect to equity awards, options and stock - related awards, to the extent and upon the terms provided in Control the employee stock option or incentive plan or any agreement or other instrument attendant thereto pursuant to which such options or awards were granted; (such periodc) subject to the Executive's copayment of premium amounts at the applicable active employees' rate and the Executive's proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the “Change Company shall make a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earlier of (A) the 24 - month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer's group medical plan. The Company will make such payments directly to the group health plan provider or the COBRA provider to the maximum extent possible; provided, however, that if the Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any reason, as determined by the Company in its sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above, and such payments to the Executive shall be subject to tax - related deductions and withholdings and paid on the Company's regular payroll dates; and (d) the Company shall cause to be continued, at the Company's expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination; provided, however, that in the event it is impossible or impracticable for the Company to continue such coverage, including, but not limited to, by reason of operation of the plans or applicable law, the Company will pay the Executive a lump sum equal to the amount the Company would have paid for such coverage for the 24 month period following the Date of Termination based on the cost of such coverage as of the Date of Termination. The amounts payable under this Section 5, to the extent taxable, shall be paid or commence to be paid, as applicable, within 60 days after the Date ofTermination;provided, however, that if the 60 - day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as "non - qualified deferred compensation" within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), shall begin to be paid in the second calendar year by the last day of such 60 - day period; provided, further, that the initial payment shall include a catch - up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A - 2(b)(2). 6. Severance Pa y and Benefits U p on Termination b y the Com p an y without Cause or b y the Executive for Good Reason within the Xxxx x x in Control Period”. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) following the Effective Date. These provisions shall terminate Executive's employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and be (ii) the Date of no further force Termination is on or effect within 12 months after the Change in Control Period.occurrence of the first event constituting
(a) If the Executive’s 's employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive's rights under this Agreement and Release (the "Release") by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
: (i) the Company shall pay the Executive a lump sum payment in cash in an amount equal to one two (12) times the sum of (A) the Executive’s 's then-current Base Salary (or the Executive’s 's Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s 's Target Bonus for the then-current year (or the Executive’s 's Target Bonus in effect immediately prior to the Change in Control, if higher) and
plus (iiC) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything an amount equal to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion value of the Executive’s options that would otherwise be forfeited on 's Target Annual Equity Award for the Date of Termination will be delayed until then-current year (the earlier of "Change in Control Payment"); (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(ivii) subject to the Executive’s 's copayment of premium amounts at the applicable active employees’ ' rate and the Executive’s 's proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), the Company shall pay to the Executive make a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest earlier of (A) the twelve (12) 24 month anniversary of the Date of Termination; or (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s 's group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), Company will make such payments directly to the group health plan provider or the COBRA provider to the maximum extent taxable, shall be paid or commence to be paid within 60 days after the Date of Terminationpossible; provided, however, that if the 60-day period begins Company determines that it cannot pay such amounts directly to the group health plan provider or the COBRA provider (if applicable) for any reason, as determined by the Company in one calendar year and ends in a second calendar yearits sole discretion, (including, without limitation, without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)), then the Company shall convert such payments to payroll payments directly to the extent they qualify Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company's regular payroll dates; (iii) the Company shall cause to be continued, at the Company's expense, life insurance and disability coverage substantially identical to the coverage maintained by the Company for the Executive prior to the Date of Termination for 24 months following the Date of Termination; 8 8 a Change in Control (such period, the "Xxxx x x in Control Period"). These provisions (other than the provisions applicable after the Change in Control Period to a termination that occurs during the Change in Control Period) shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive's employment is terminated by the Company without Cause as “non-qualified deferred compensation” provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Company and all related persons and entities that shall not release the Executive's rights under this Agreement (the "Release") by the Executive and the Release becoming fully effective, all within the meaning time frame set forth in the Release but in no event more than 60 days after the Date of Section 409A Termination: (i) the Company shall pay the Executive a lump sum payment in cash in an amount equal to two (2) times the sum of (A) the Executive's then - current Base Salary (or the Executive's Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive's Target Bonus for the then - current year (or the Executive's Target Bonus in effect immediately prior to the Change in Control, if higher) plus (C) an amount equal to the value of the Code, shall be paid or commence to be paid Executive's Target Annual Equity Award for the then - current year (the "Xxxx x x in the second calendar year by the last day of such 60-day period.Control Pa ym ent");
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by If Executive's employment with the Company without Cause or by terminates under circumstances as described in Section 12.2. above, Executive shall be entitled to receive all of the following:
(A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), "Bonus" shall be defined as any benefits for Good Reason within which Executive would be eligible under the Change Executive Compensation Plan described in Control PeriodSection 3.2 of this Agreement. The provisions amount of this Section 6 such Bonus shall apply be paid in lieu ofcash and, for purposes of Sections 12.3(A) and expressly supersede12.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year.
(B) a severance payment equal to two and ninety-nine hundredths (2.99) times the provisions amount of Section 5 if Executive's most recent annual compensation, including the amount of her most recent annual Bonus. The severance amount shall be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)termination date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or in a lump sum, within 12 months one month after the occurrence termination date, at the sole option of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control PeriodExecutive.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(iC) the Company shall pay maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive a lump sum in cash in an amount equal is entitled to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect participate immediately prior to the Change termination date, provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. Executive's continued participation in Control, if higher) plus (B) such plans and programs shall be at no greater cost to Executive than the Executive’s Target Bonus cost she bore for the then-current year (or the Executive’s Target Bonus in effect such participation immediately prior to the Change termination date. If Executive's participation in Controlany such plan or program is barred, if higher) and
(ii) the Company shall pay any unpaid bonus earned arrange upon comparable terms, and at no greater cost to Executive than the cost she bore for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything such plans and programs prior to the contrary in any applicable option agreement or other stock-based award agreementtermination date, all stock options and other stock-based awards held by the to provide Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur)with benefits substantially similar to, or (B) the date that the Separation Agreement and Release can no longer become fully effective (at greater than, those which time the unvested Time-Based Equity Awards will be terminated she is entitled to receive under any such plan or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Dateprogram; and
(ivD) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash lump sum payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the or otherwise as specified by Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year permitted by the last day applicable plan) of such 60-day period.any and all amounts
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Corp)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”. For the avoidance of doubt, (i) following in no event will the Effective DateExecutive be entitled to severance pay and benefits under both Section 5 and Section 6 of this Agreement, and (ii) if the Company has commenced providing severance pay and benefits to the Executive under Section 5 prior to the date that the Executive becomes eligible to receive severance pay and benefits under this Section 6, the severance pay and benefits previously provided to the Executive under Section 5 shall reduce the severance pay and benefits to be provided under this Section 6. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and Release all related persons and entities (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash payment in an amount equal to one (1) times 1.5 multiplied by the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) andyear;
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all Time-Based Equity Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the effective date of the Release (the “CIC Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s Time-Based Equity Awards that would otherwise terminate or be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Release (at which time acceleration will occur), or (B) the date that the Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will terminate or be forfeited). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the CIC Accelerated Vesting Date. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within three (3) months prior to or 12 months after the occurrence of the first an event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) a. If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all [stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) ” and any Performance-Based Equity Awards that are then outstanding and eligible to vest based on Executive’s continued employment as provided for under Section 6 above shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards and Performance-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards and Performance-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards or Performance-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) iii. subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Amylyx Pharmaceuticals, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or ), the Executive terminates employment for Good Reason as provided in Section 3(e) and ), in each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (the “Release Deadline”) or such shorter period as set forth in the Separation Agreement (prongs (i) and (ii) are the “Release but in no event more than 60 days after the Date of Termination:Requirement”):
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum 6 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting DateSeverance Amount; and
(ivb) to the extent coverage is mandated by law and subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (or equivalent state law) (“COBRA”), the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to both the monthly employee and the monthly employer contribution that the Company or the Executive would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 6 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in lump sum in accordance with the Company’s payroll practice within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Executive Employment Agreement (Sagimet Biosciences Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and mutual release in a form and manner satisfactory to the Company and the Executive, which shall include, without limitation, a general release of claims against the Separation Executive and against the Company and all related persons and entities that shall not release the Executive’s rights to enforce this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter period as set forth in the Separation Agreement, but no fewer than 21 days):
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in the Equity Documents or any other applicable option agreement or other stock-based award agreement, all of Executive’s unvested stock options and other stock-based awards, including unvested awards held by the Executive that are of RSUs subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate vest in full and become fully vested be exercisable and exercisable or nonforfeitable effective as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting DateTermination; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (or the 36 month anniversary of the Date of Termination in the event of a second qualifying event under COBRA) (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar yearCompany determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the extent they qualify as “non-qualified deferred compensation” within Executive for the meaning of Section 409A of time period specified above. Such payments to the Code, Executive shall be subject to tax-related deductions and withholdings and paid or commence to be paid in on the second calendar year by the last day of such 60-day periodCompany’s regular payroll dates.
Appears in 1 contract
Samples: Employment Agreement (Triller Corp.)
Severance Pay and Benefits. Upon a Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) ), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e) and ), in each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, in addition the Company shall pay to the Executive the Accrued ObligationsObligations and, and subject to the Executive signing a separation agreement in a form and manner satisfactory to and provided by the Company that contains, among other provisions, a general release of claims in favor of the Company and all related persons and entities, confidentiality, return of property and non-disparagement provisions, a reaffirmation of the Restrictive Covenants Agreement (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and provides that if the Executive breaches the Restrictive Covenants Agreement, all payments of the severance payments and benefits shall immediately cease (the “Separation Agreement and Release by the Executive Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more later than 60 days after the Date of Termination:Termination (or such shorter period as set forth in the Separation Agreement and Release):
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year plus (or C) the Company shall pay the Executive a pro-rata portion of the management-based-on-objectives annual incentive compensation the Executive would otherwise be entitled to receive based on Company and individual performance for such calendar year, calculated by multiplying such amount by a fraction of which the numerator is the number of days in such calendar year prior to the Executive’s Target Bonus in effect immediately prior to date of termination, and the Change in Control, if higher) denominator is 365 (the “Pro-Rata Bonus”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company COBRA premium until the earliest of (A) the twelve (12) -month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other another employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRACOBRA (such date, the “COBRA End Date”); provided, however, that if the Company determines that such payments may violate applicable law, the Company shall instead make such payments directly to the Executive in the form of payroll payments. The amounts payable under this Section 6(a5(c), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments amounts, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. The Pro-Rate Bonus will paid at the same time as annual incentive compensation payments are made to active employees for such calendar year, but in no event later than March 15 of the calendar year following the year in which it is earned. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions In consideration of this fully enforceable Severance and General Release Agreement and other promises made by Employee as set forth herein, including, without limitation, Employee’s compliance with and adherence to Employee’s obligations under Section 6 shall apply in lieu of4 of this Agreement, and expressly supersede, the provisions of Section 5 if Bank agrees to: (a) pay Employee (i) $409,734, which equals twelve (12) months’ of Employee’s gross weekly base compensation as of the ExecutiveTermination Date, (ii) $368,761 of incentive compensation at 90% target, (iii) $10,000 for Employee’s employment is terminated either outplacement services, and (aiv) an amount equal to the number of any remaining shares of unvested restricted stock of Meta Financial Group, Inc. previously awarded to Employee multiplied by the Company without Cause closing market price of Meta Financial Group, Inc. stock on the last trading day immediately preceding the Termination Date, all such amounts payable in substantially equal consecutive installments over twelve (12) months (with each such installment paid on Bank’s normal payroll dates during such twelve (12) month period), less standard withholding and deductions elected by Employee or required by applicable law, commencing within sixty (60) days following the Termination Date provided Employee does not revoke Employee’s acceptance of the Agreement as provided in Section 3(d)11; and provided further that if such sixty (60) day period spans two (2) calendar years, or Employee shall not have the right to designate the calendar year of installment payment commencement; and (b) by if Employee is eligible for and takes all steps necessary to continue Employee’s group health plan coverage with Bank following the Executive for Good Reason as provided in Section 3(eTermination Date (including completing and returning the forms necessary to elect group health plan COBRA continuation coverage), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times full premium costs for such coverage, at the sum same level of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary coverage that was in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of Termination Date, through the earliest of: (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; Termination Date, (Bii) the date that the Executive Employee becomes eligible for group medical plan benefits under health insurance coverage from any other employer, or (iii) the date Employee is no longer eligible to continue Employee’s group medical plan; or health insurance coverage with Bank under applicable law (C) a and b, collectively, “Severance”). Employee acknowledges that the Severance is over and above any sums payable to Employee as a result of the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodemployment relationship with Bank.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)Cause, or (b) by the Executive for Good Reason as provided in Section 3(e)Reason, and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) Reason, and in each either case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) the 1 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); provided that the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) [___] times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”);; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) [__] month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Triller Corp.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is in anticipation of, on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable; and
(ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay any unpaid bonus earned for to the year preceding group health plan provider, the date of Executive’s employment termination, payable at COBRA provider or the time it otherwise Executive a monthly payment equal to the monthly employer contribution that the Company would have been paid made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the Executive’s employment with eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot terminatedpay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(iii) in the event of a Specified Transaction (as defined below), in lieu of payment under Section 6(a)(i), the Company shall pay the Executive [A]12 a lump sum in cash in an amount equal to [1.5 X the sum of (1) Executive’s then-current Base Salary]13 12 For CEO and COO/President 13 For CEO and COO/President
(1) the Executive’s then-current Base Salary]14 (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and (2) the Executive’s Target Bonus[; and (B) the company-sponsored COBRA coverage under Section 6(a)(ii) shall be extended up to eighteen (18) months following the Executive’s Date of Termination].15 To be clear, this Section 6(a)(iii) shall apply in lieu of, and expressly supersede, Section 6(a)(i), and in no event shall the Executive be entitled to payments under both Sections 6(a)(i) and (iii). The amounts payable under this Section 6(aSections 6(a)(i) or (iii), to the extent taxableas applicable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminatedterminates under circumstances as described in Section 12.2. above, andExecutive shall be entitled to receive all of the following:
(iiiA) notwithstanding anything to all accrued compensation through the contrary in termination date, plus any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), “Bonus” shall be defined as any benefits for which Executive would be eligible under the Executive Compensation Plan described in Section 3.2 of this Agreement. The amount of such Bonus shall be paid in cash and, for purposes of Sections 12.3(A) and 12.3(B), shall be calculated as if Executive had achieved 100% of Executive’s performance goals for that are subject solely year.
(B) a severance payment equal to timetwo and ninety-based vesting nine hundredths (2.99) times the “Time-Based Equity Awards”) amount of Executive’s most recent annual compensation, including the amount of his most recent annual Bonus. The severance amount shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Date of Termination termination date, or (ii) in a lump sum, within one month after the effective date of termination date, at the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion sole option of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of .
(AC) the effective date Company shall maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive is entitled to participate immediately prior to the termination date, provided that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. Executive’s continued participation in such plans and programs shall be at no greater cost to Executive than the Separation Agreement Release (cost he bore for such participation immediately prior to the termination date. If Executive’s participation in any such plan or program is barred, Company shall arrange upon comparable terms, and at which time acceleration will occur)no greater cost to Executive than the cost he bore for such plans and programs prior to the termination date, to provide Executive with benefits substantially similar to, or (B) the date that the Separation Agreement and Release can no longer become fully effective (at greater than, those which time the unvested Time-Based Equity Awards will be terminated he is entitled to receive under any such plan or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Dateprogram; and
(ivD) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash lump sum payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the or otherwise as specified by Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year permitted by the last day applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Executive is entitled to under the terms of any such 60-day periodplan through the date of termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Corp)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after during the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 12 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and(the “Change in Control Payment”);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be terminated or forfeited). ACTIVE/128425328.1 Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) iii. subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Centessa Pharmaceuticals PLC)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on is within the 60 days before or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) year; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) Awards shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Accelerated Vesting Date; provided that any termination or forfeiture of the unvested portion of such Equity Awards that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the effective date of the Separation Agreement and Release (and will only occur if the “Accelerated Vesting Date”), provided in order vesting pursuant to effectuate this subsection does not occur due to the accelerated vesting contemplated by this subsection, the unvested portion absence of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional vesting of any time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. For the avoidance of doubt, in the event that the Executive’s Date of Termination is within the 60 days before a Change in Control and the Executive has signed the Separation Agreement and Release that has become irrevocable and is entitled to the benefits under Section 5 of this Agreement, then the Executive will receive the benefits set forth in this Section 6 following the occurrence of a Change in Control; provided that the amount to be paid to the Executive pursuant to Section 6(a)(i) will be decreased by any benefits previously paid to the Executive pursuant to Section 5, and the Executive will receive no further benefits pursuant to Section 5. In no event may there be duplication of benefits under Section 5 and Section 6.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e)3, and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary fifteen (or 15) months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and Target Bonus plus (B) the Executive’s Target Bonus for the then-current year (or of the Executive’s Target Bonus Date of Termination prorated for the amount of time employed in effect immediately that year prior to the Date of Termination plus (C) if the if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance ((A), (B), and (C) together, the “Change in ControlControl Payment”); provided the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date,” and such acceleration, the “Acceleration”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and.
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve fifteen (1215) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) ), or the Executive terminates his employment for Good Reason as provided in Section 3(e) and ), in each case the Date case, if such termination occurs outside of Termination occurs during the Change in Control Period, then, in addition to then the Company shall pay the Executive the Accrued Obligations. In addition, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement which shall provide that if the Executive materially breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or 12 months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus and (B) one times the Executive’s Target Bonus for the then-then current year (or the Executive’s Target Bonus “Severance Amount”); provided in effect immediately prior the event the Executive is entitled to any payments pursuant to the Change Restrictive Covenants Agreement, the Severance Amount received in Control, if higher) any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iiib) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, and only to the extent such termination of employment occurs within 12 months after the occurrence of the first event constituting a Change in Control, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier Effective Date of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(ivc) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered his dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be deemed a type of “severance pay” under the meaning assigned in the Yumanity Therapeutics 401(k) Plan and shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 6(a5(a) and (c), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.5 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlControl of Parent, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in ControlControl of Parent, if higher) ); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve eighteen (1218) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Vaccitech PLC)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting $500,000 (the “Time-Based Equity AwardsSeverance Amount”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of ); provided in the later of (i) event the Date of Termination or (ii) Executive is entitled to any payments pursuant to the effective date of Restrictive Covenants Agreement, the Separation Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement and Release (the “Accelerated Vesting DateRestrictive Covenants Agreement Setoff”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over twelve months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a1) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i1) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 0.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable, paid or to be paid in the same calendar year; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii2) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iv3) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 6 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Black Diamond Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after during the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 12 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and(the “Change in Control Payment”);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; andand ACTIVE/116086497.1
(iv) iii. subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Centessa Pharmaceuticals PLC)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.0 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable, paid or to be paid in the same calendar year; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion p ortion of the Executive’s options such Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Black Diamond Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) If the Executive’s employment engagement with the Company is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive terminates his engagement with the Company for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date outside of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-engagement noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
Termination (i) or such shorter period as set forth in the Separation Agreement): the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 9 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) Annualized Consulting Fees plus (B) the Executive’s Target Bonus for the thena pro-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested rata portion of the Executive’s options that would otherwise be forfeited Target Bonus based on the Date of Termination will be delayed until (the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur“Severance Amount”), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminatedterminates under circumstances as described in Section 12.2. above, andExecutive shall be entitled to receive all of the following:
(iiiA) notwithstanding anything to all accrued compensation through the contrary in termination date, plus any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), “Bonus” shall be defined as any benefits for which Executive would be eligible under the Executive Compensation Plan described in Section 3.2 of this Agreement. The amount of such Bonus shall be paid in cash and, for purposes of Sections 12.3(A) and 12.3(B), shall be calculated as if Executive had achieved 100% of Executive’s performance goals for that are subject solely year.
(B) a severance payment equal to timetwo and ninety-based vesting nine hundredths (2.99) times the “Time-Based Equity Awards”) amount of Executive’s most recent annual compensation, including the amount of his/her most recent annual Bonus. The severance amount shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Date of Termination termination date, or (ii) in a lump sum, within one month after the effective date of termination date, at the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion sole option of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of .
(AC) the effective date Company shall maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive is entitled to participate immediately prior to the termination date, provided that Executive’s continued participation is possible under the general terms and provisions of such plans and programs. Executive’s continued participation in such plans and programs shall be at no greater cost to Executive than the Separation Agreement Release (cost he/she bore for such participation immediately prior to the termination date. If Executive’s participation in any such plan or program is barred, Company shall arrange upon comparable terms, and at which time acceleration will occur)no greater cost to Executive than the cost he/she bore for such plans and programs prior to the termination date, to provide Executive with benefits substantially similar to, or (B) the date that the Separation Agreement and Release can no longer become fully effective (at greater than, those which time the unvested Time-Based Equity Awards will be terminated he/she is entitled to receive under any such plan or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Dateprogram; and
(ivD) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash lump sum payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the or otherwise as specified by Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year permitted by the last day applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Executive is entitled to under the terms of any such 60-day periodplan through the date of termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Corp)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.0 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the “Change in Control, if higher) Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits ACTIVE/116519711.1 under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Black Diamond Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after during the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 18 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and(the “Change in Control Payment”);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) iii. subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) ACTIVE/116086494.1 equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Centessa Pharmaceuticals PLC)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and Release all related persons and entities (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) ); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) Period”)9 following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release 7 NTD: 12 months for CEO, 9 months for all other executives. 8 NTD: 12 months for CEO, 9 months for all other executives. ACTIVE/115800828.1 becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) [___] times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) [__] month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by In consideration of your service to the Company without Cause or by and the Executive for Good Reason within the Change in Control Period. The provisions waiver and release of this Section 6 shall apply in lieu of, and expressly supersedeclaims set forth below, the provisions of Section 5 if (i) Company shall provide you with the Executive’s employment is terminated either following:
(a) by a lump sum payment equal to one and one-half times the Company without Cause sum of your current annual base salary as provided in Section 3(dof Effective Date plus the average of the Annual Bonus paid to you for the two years immediately preceding the year of the termination of your Employment Agreement (calendar years 2013 and 2014), or $613,402.00, less all lawful or required deductions, which shall be paid no later than 60 days after execution of this Agreement unless it is revoked in accordance with Section 7(b);
(b) a lump sum payment for all outstanding reasonable travel and other business expenses incurred as of the date of termination, which shall be paid no later than 60 days after execution of this Agreement unless it is revoked in accordance with Section 7(b);
(c) a lump sum payment equal to the Company’s estimate of the employer portion of the premiums necessary to continue your health care coverage under the Company’s plan until January 31, 2017, which shall be paid no later than 60 days after execution of this Agreement unless it is revoked in accordance with Section 7(b); provided however, that if prior to the payment of such amount you become covered under another group health plan (which coverage, once obtained, must be disclosed immediately to the Company by the Executive for Good Reason as provided in Section 3(eyou), and such cash amount shall be prorated to cover only the period from the Effective Date until the date on which such alternate coverage starts;
(iid) a lump sum Annual Bonus for 2015, which shall be paid on the date that bonuses for 2015 are paid generally to the Company’s senior executives, but no later than March 15, 2016;
(e) a prorated Annual Bonus for 2016, calculated by multiplying (A) the Annual Bonus to which you would have been entitled to if your employment had continued through the end of 2016 by (B) a proration fraction the numerator of which is the number of days worked in such calendar year up to and including the date of the Effective Date and the denominator of Termination occurs which is 365;
(f) immediate vesting of 85,005 of your restricted shares as of the Effective Date under the Company’s current stock option plan; and
(g) the right to exercise your vested stock options as of the Effective Date in accordance with the Company’s current stock option plan. Except as otherwise specifically provided herein or as required by applicable law, you shall not be entitled to any compensation or benefits or to participate in any past, present or future benefit programs or arrangements of the Company (including, without limitation, any compensation or benefits under any severance plan, program or arrangement) on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be This Agreement is intended to comply with Section 409A of no further force or effect after the Change in Control Period.
Internal Revenue Code of 1986, as amended (a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d409A) or the Executive terminates employment for Good Reason as an exemption thereunder and shall be construed and administered in accordance with Section 409A. Notwithstanding any other provision of this Agreement, payments provided in Section 3(e) under this Agreement may only be made upon an event and in each case the Date of Termination occurs during the Change in Control Period, then, in addition a manner that complies with Section 409A or an applicable exemption. Any payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the Accrued Obligationsmaximum extent possible. For purposes of Section 409A, and subject each installment payment provided under this Agreement shall be treated as a separate payment. Any payments to the signing be made under this Agreement upon a termination of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company employment shall pay the Executive only be made upon a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). "separation from service" under Section 409A. Notwithstanding the foregoing, the Employer makes no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution representations that the Company would have made to provide health insurance to payments and benefits provided under this Agreement comply with Section 409A and in no event shall the Executive and covered dependents if the Executive had remained employed Employer be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Company until the earliest Employee on account of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of compliance with Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.409A.
Appears in 1 contract
Samples: Separation and Release Agreement (Lincoln Educational Services Corp)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 twelve (12) months after the occurrence of the first event constituting a Change in Control of Parent (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in ControlControl of Parent, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in ControlControl of Parent, if higher) (the “Change in Control Payment”); provided that the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Vaccitech PLC)
Severance Pay and Benefits. Upon Termination (1) If the Executive's employment by the Company is terminated by the Company without Cause or pursuant to clause (4) of Section 8(a) or by the Executive for Good Reason within the Change in Control Period. The provisions or pursuant to clause (5) of this Section 6 shall apply in lieu of, and expressly supersede8(a), the provisions Company shall:
(A) pay to Executive his base salary through the date of Section 5 if termination;
(iB) pay to Executive the Executive’s employment is terminated either value of any vacation time accrued in accordance with the Company's policies and not taken through the date of termination;
(aC) by the Company without Cause as provided in Section 3(d), or (b) by continue to pay to the Executive his base salary for Good Reason as provided in Section 3(e), and (ii) the Date a period of Termination occurs on or within 12 15 months after the occurrence date of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.termination;
(aD) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or continue to provide health, life, disability and dental insurance benefits for the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until through the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (Bi) the date that the Executive becomes eligible obtains an employment position providing equivalent benefits, or (ii) 15 months from the date of termination of employment;
(E) provided Executive has served for group medical plan benefits under a period of at least three months since the commencement of the fiscal year, pay Executive a pro rata portion (based on the number of days of employment during that fiscal year) of any other employer’s group medical plan; or bonus payment that would have been payable to him for that fiscal year pursuant to Section 3(b) if the Executive had been in the employ of the Company for the full fiscal year;
(F) pay to Executive his $35,000 Special Bonus if not yet paid;
(G) release Executive from the one year covenant not to compete set forth in Section 6 of this Agreement. The Executive agrees that the payments made in accordance with clause (C) above shall be made over the cessation 15 month period after the date of termination (pro rata with respect to (E)) with the Company's normal payroll disbursements to employees. The payment in clause (E) above shall be made at the same time bonus payments are made to other executives with respect to such year (after the completion of the Executive’s health continuation rights under COBRAfiscal year when a determination has been made that bonus objectives have been achieved). The amounts payable under Executive also agrees that the compensation set forth in this Section 6(a(e)(1) constitutes all the compensation and benefits due Executive upon termination pursuant to clause (4) or clause (5) of Section 8(a) and that no other compensation of any kind shall be due Executive upon such termination, including, without limitation, no compensation by way of (1) 401K or other ERISA or stock plan benefits accruing after the date of such termination, (2) automobile allowance, expense allowance, materials or equipment allowance or phone or cell phone allowance, (3) bonus with respect to any fiscal year after the fiscal year in which the Executive's employment terminated, (4) payment with respect to any other severance plan or policy, including the executive officer severance policy otherwise in place at the Company.
(2) If this Agreement is terminated pursuant to clauses (1), (2) (3) or (6) of Section 8(a), the Executive's right to the extent taxable, shall be paid or commence to be paid within 60 days base salary and benefits after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day date of such 60-day periodtermination shall immediately terminate, except as may otherwise be required by applicable law.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one nine (19) times the sum months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting continuation (the “Time-Based Equity AwardsSeverance Amount”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of ); provided in the later of (i) event the Date of Termination or (ii) Executive is entitled to any payments pursuant to the effective date of Restrictive Covenants Agreement, the Separation Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement and Release (the “Accelerated Vesting DateRestrictive Covenants Agreement Setoff”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and;
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary end of the Date of Terminationperiod during which the Severance Amount is paid; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(c) if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance, which portion the Company shall pay on or around the same time the Company pays other bonuses for that year’s performance. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments as salary continuation in accordance with the Company’s payroll practice, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d4(d), or (b) by the Executive for Good Reason as provided in Section 3(e4(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d) or the Executive terminates employment for Good Reason as provided in Section 3(e4(e) and in each case the Date of Termination occurs during within the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the “Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) Control Payment”); and
(ii) the Company shall pay any unpaid an amount equal to 2.0 times his annual target bonus earned for the year preceding in which the date Date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, Termination occurs; and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by If Executive's employment with the Company without Cause or by terminates under circumstances as described in Section 12.2. above, Executive shall be entitled to receive all of the following:
(A) all accrued compensation through the termination date, plus any Bonus for which the Executive otherwise would be eligible in the year of termination, prorated through the termination date, payable in cash. For purposes of Sections 12.3(A) and 12.3(B), "Bonus" shall be defined as any benefits for Good Reason within which Executive would be eligible under the Change Executive Compensation Plan described in Control PeriodSection 3.2 of this Amended Agreement. The provisions amount of this Section 6 such Bonus shall apply be paid in lieu ofcash and, for purposes of Sections 12.3(A) and expressly supersede12.3(B), shall be calculated as if Executive had achieved 100% of Executive's performance goals for that year.
(B) a severance payment equal to two and ninety-nine hundredths (2.99) times the provisions amount of Section 5 if Executive's most recent annual compensation, including the amount of his most recent annual Bonus. The severance amount shall be paid (i) in cash in thirty-four (34) equal monthly installments commencing one month after the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d)termination date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or in a lump sum, within 12 months one month after the occurrence termination date, at the sole option of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control PeriodExecutive.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(iC) the Company shall pay maintain in full force and effect, for eighteen (18) months after the termination date, all life insurance, health, accidental death and dismemberment, disability plans and other benefit programs in which Executive a lump sum in cash in an amount equal is entitled to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect participate immediately prior to the Change termination date, provided that Executive's continued participation is possible under the general terms and provisions of such plans and programs. Executive's continued participation in Control, if higher) plus (B) such plans and programs shall be at no greater cost to Executive than the Executive’s Target Bonus cost he bore for the then-current year (or the Executive’s Target Bonus in effect such participation immediately prior to the Change termination date. If Executive's participation in Controlany such plan or program is barred, if higher) and
(ii) the Company shall pay any unpaid bonus earned arrange upon comparable terms, and at no greater cost to Executive than the cost he bore for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything such plans and programs prior to the contrary in any applicable option agreement or other stock-based award agreementtermination date, all stock options and other stock-based awards held by the to provide Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur)with benefits substantially similar to, or (B) the date that the Separation Agreement and Release can no longer become fully effective (at greater than, those which time the unvested Time-Based Equity Awards will be terminated he is entitled to receive under any such plan or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Dateprogram; and
(ivD) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash lump sum payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the or otherwise as specified by Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year permitted by the last day applicable plan) of any and all amounts contributed to a Company pension or retirement plan which Executive is entitled to under the terms of any such 60-day periodplan through the date of termination.
Appears in 1 contract
Samples: Executive Employment Agreement (Quintiles Transnational Corp)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e)3, and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary twelve (or 12) months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and Target Bonus plus (B) the Executive’s Target Bonus for the then-current year (or of the Executive’s Target Bonus Date of Termination prorated for the amount of time employed in effect immediately that year prior to the Date of Termination plus (C) if the if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance ((A), (B), and (C) together, the “Change in ControlControl Payment”); provided the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date,” and such acceleration, the “Acceleration”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and.
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) -month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, In accordance with and subject to the signing Section 7(b) of the Separation Employment Agreement and/or as otherwise agreed between the Employers and Release by Executive, the Employers shall provide to Executive the following payments and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) All accrued but unpaid base salary (said base salary, “Salary”), to be paid on the Company shall pay first payroll payment date that occurs on or after the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) andTermination Date;
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date The continued payment of Executive’s employment terminationSalary for a period of twelve (12) months immediately following the Termination Date (the “Severance Period”) (based on the Salary in effect as of the Termination Date ($407,265 annually)), payable at the time it otherwise would have been paid had the Executive’s employment in accordance with the Company not terminated, andEmployers’ regular payroll practices as follows:
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stockA severance payment of One Hundred Eighty-based award agreement, all stock options and other stockThree Thousand Two Hundred Sixty-based awards held by the Executive that are subject solely to time-based vesting Nine Dollars ($183,269.00) (the “TimeSTIP Bonus”), which amount represents Executive’s Short-Based Equity AwardsTerm Incentive Plan target bonus (such short-term target bonus being 45% of Executive’s Salary for 2017), such STIP Bonus to be paid in a cash lump sum within 30 days after the expiration of the Severance Period;
(iv) Provided Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1986 (“COBRA”) or similar state laws and timely completes and returns to the Employers the documents and payments required for such election, the Employers shall reimburse Executive for the cost of COBRA continuation premiums for Executive for a period of twelve (12) months after the Termination Date, as provided in Section 7(b) of the Employment Agreement; provided, that if at any time during the twelve (12)-month period following the Termination Date, Executive becomes eligible to receive health insurance from a subsequent employer, the Employers’ obligation to reimburse Executive for the cost of COBRA continuation premiums shall immediately accelerate and become fully vested and exercisable or nonforfeitable as cease;
(v) A severance payment of the later of One Hundred Fifty Thousand Dollars (i$150,000.00) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting DateSTIP Benefit”), provided in order to effectuate which amount represents the accelerated vesting contemplated by this subsection, the unvested accrued pro-rated portion of the Executive’s options that would otherwise Short-Term Incentive Plan bonus opportunity for the one-year performance period ending December 31, 2017 and deemed earned, such STIP Benefit to be forfeited paid in a cash lump sum on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur)January 31, or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date2018; and
(ivvi) subject to A severance payment of Six Hundred Twelve Thousand Eight Hundred Eighty-Three Dollars ($612,883.00) (the “LTIP Benefit”), which amount represents the accrued pro-rated portion of Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account Long-Term Incentive Plan bonus opportunity for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary each of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a)three-year performance periods ending December 31, to the extent taxable2017, shall be paid or commence December 31, 2018 and December 31, 2019 and deemed earned, such LTIP Benefit to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar yearcash lump sum on January 31, 2018.
(b) Notwithstanding the foregoing provisions of this Section 2, the Employers shall not be obligated to provide Executive with any of the severance pay or benefits described in paragraphs (a)(ii)–(iv) of this Section 2 (such payments severance pay and benefits, collectively, the “Severance Benefits”), the STIP Benefit, the LTIP Benefit and/or the Equity Award Benefits (as defined below) unless (i) within 30 days following the Termination Date, (x) Executive signs and delivers the Release in favor of the Employers as set forth in Exhibit A attached hereto (the “Release”), (y) Executive has not revoked the Release, and (z) the Release rescission periods provided by law have expired; and (ii) Executive is and remains in substantial compliance with the terms of this Agreement and the Employment Agreement, including but not limited to the extent they qualify restrictive covenants contained in the Employment Agreement, as modified by this Agreement, as of the dates of the payments.
(c) The Parties agree that the payments and benefits set forth herein have been structured in a manner, and shall be interpreted and administered at all times, to comply with, or be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (the “non-qualified deferred compensationCode”), and the applicable exemptions set forth in regulations issued thereunder. Executive acknowledges and agrees that Executive is considered a “specified employee” within the meaning of Section 409A of the Code, as of the Termination Date. As a result, if and to the extent required under Section 409A, the payment of any amounts under this Agreement that are considered deferred compensation subject to Section 409A and are to be paid on account of Executive’s separation from service shall be deferred, as required by Section 409A(a)(2)(B)(i) of the Code, for six (6) months after the Termination Date or, if earlier, the date of the Executive’s death (the “409A Deferral Period”). Any payments that otherwise would have been made during the 409A Deferral Period shall be paid or commence in a lump sum on the first payroll date after the 409A Deferral Period expires, and the balance of any payments shall be made as described herein. Whenever payments under this Agreement are to be paid made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A.
(d) Executive acknowledges and agrees that he is not entitled to any benefits under this Agreement or otherwise (including, without limitation, any change in control, severance, retirement, bonus, incentive or other Employer policy, plan or program) except for the second calendar year benefits expressly provided herein, accrued benefits under any Employer 401(k) retirement plan, the right to continue life insurance coverage at Executive’s cost (provided that Executive may be required to do so under an individual conversion policy), and any other post-termination continuation or conversion rights as may be prescribed by any employee benefit plan document in effect as of the Termination Date. Executive also acknowledges and agrees that his termination of employment shall not be treated as a retirement by the last day Employers and that no benefits are due to him under any Employer retirement policy. The Employers and Executive further acknowledge and agree that Executive shall be entitled to reimbursement of such 60-day periodreasonable expenses as provided in Section 4(d) and Section 7(e) of the Employment Agreement.
Appears in 1 contract
Samples: Separation Agreement (Atlantic Capital Bancshares, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e)3, and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary eighteen (or 18) months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) and Target Bonus plus (B) the Executive’s Target Bonus for the then-current year (or of the Executive’s Target Bonus Date of Termination prorated for the amount of time employed in effect immediately that year prior to the Date of Termination plus (C) if the if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance ((A), (B), and (C) together, the “Change in ControlControl Payment”); provided the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date,” and such acceleration, the “Acceleration”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, foregoing no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and.
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve eighteen (1218) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by If, during the Company without Cause or by term of this Agreement, the Executive for Good Reason within shall cease to be employed by Company prior to the Change in Control Period. The provisions expiration of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 15 months after the occurrence of the first event constituting a Change in Control (such periodControl, the “Change in Control Period”) Executive shall be entitled to the following the Effective Date. These provisions shall terminate compensation and be of no further force or effect after the Change in Control Period.benefits:
(a) If the Executive’s 's employment is terminated by with the Company without Cause as provided in Section 3(d) or shall be terminated at any time prior to the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case expiration of 15 months after the Date occurrence of Termination occurs during the Change in Control Period(x) by reason of the Executive's death or (y) by the Company for Disability, then, in addition the Company shall pay to the Executive the Accrued ObligationsCompensation plus the Pro Rata Bonus.
(b) During the period commencing on the date of the Change in Control and ending on the 90th day thereafter (the "Window Period"), if the Executive's employment with the Company shall be terminated (other than by reason of the Executive's death and subject other than by the Company for Disability), whether at the instigation of the Executive or the Company, with or without Cause, for Good Reason or not, the Executive shall be entitled to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i1) the Company shall pay the Executive all Accrued Compensation and a lump sum Pro-Rata Bonus;
(2) the Company shall pay the Executive as severance pay and in lieu of any further compensation for periods subsequent to the Termination Date, in a single payment an amount in cash in an amount equal to one (1) two and one-half times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus Amount and (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of TerminationAmount; provided, however, that if and only if the 60-day period begins Executive's employment with the Company is terminated for the reasons set forth in one calendar year Section 8(c) of that certain Employment Agreement between Vacuum General, Inc. and ends the Executive, dated October 5, 1989, as it may be amended, supplemented, restated or replaced from time to time, including any such amendment, supplement, restatement or replacement that is between the Company and the Executive (the "Existing Employment Agreement") and the Executive elects to require the Company to enter into a consulting contract with the Executive in a second calendar yearaccordance with Section 8(c) of the Existing Employment Agreement, such payments the amount payable to the extent they qualify as “non-qualified deferred compensation” within Executive pursuant to this subsection 2 shall be reduced by an amount equal to the meaning of Section 409A aggregate amount payable or paid to the Executive pursuant to Sections 8(c)(2)(i) and 8(c)(2)(iv) of the CodeExisting Employment Agreement but in any event the amount payable to the Executive pursuant to this subsection 2 shall not be reduced to an amount less than zero; and provided, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.further, that if any
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within during the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after during the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) i. the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 12 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.0 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and(the “Change in Control Payment”);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) . notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive and granted after the Effective Date that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) iii. subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide ACTIVE/116086495.1 health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Centessa Pharmaceuticals PLC)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if a Change in Control occurs and if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following ). For the Effective Date. These provisions avoidance of doubt, this Section 6 shall terminate and be of no further force or effect after the Change in Control Period.
(a) Upon the consummation of a Change in Control and subject to Executive’s continued employment with the Company through such date, all Performance-Based Equity Awards will convert to Time-Based Equity Awards at Target without proration, which shall vest in substantially equal monthly installments each month following the consummation of such Change in Control over (i) the remainder of the applicable performance period set forth in the underlying award agreement, or (ii) twenty-four (24) consecutive months following the consummation of such Change in Control, if no such performance period is contained in the underlying award agreement and, in each case of (i) and (ii), such Outstanding Equity Awards shall be eligible for the treatment as described in 6(b)(ii) below.
(b) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreementOutstanding Equity Award Agreement, all stock options and other stock-based awards Outstanding Equity Awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Outstanding Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based portion of the Executive’s Outstanding Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 24 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a6(b), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Mountain Crest Acquisition Corp II)
Severance Pay and Benefits. Upon (a) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for with Good Reason within outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofDuring the Term, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) 6(c), or the Executive terminates employment for with Good Reason as provided in Section 3(e) and in 6(d), each case the Date outside of Termination occurs during the Change in Control PeriodPeriod (as defined below), then, then in addition to the Accrued ObligationsBenefits, and subject to (i) the Executive signing of a separation agreement and release in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Release):
(i) the The Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum 12 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to (the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) “Severance Amount”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 18 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); provided that the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable; and
(ii) if the Date of Termination occurs after the end of a calendar year and the Board or the Compensation Committee, as applicable, has determined and approved annual incentive compensation pursuant to Section 2(b) but has not yet paid such annual incentive compensation, then the Company shall pay any unpaid bonus earned for the year preceding Executive the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, Prior Year Bonus; and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. The Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. Except for the Prior Year Bonus, the amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. The Prior Year Bonus will be paid on the date that the Company’s other executives receive their annual incentive compensation.
Appears in 1 contract
Severance Pay and Benefits. Upon a Termination Without Cause or Resignation for Good Reason Outside the Change of Control Period.
(i) The Company may terminate Executive’s employment with the Company at any time without Cause. Executive may terminate Executive’s employment with the Company at any time for any reason, including for Good Reason.
(ii) In the event that Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason within Reason, in either case outside of the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, provided that Executive remains in addition to compliance with the Accrued Obligationsterms of this Agreement, and subject to the signing of Company shall provide Executive with the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing severance benefits:
(ia) the The Company shall pay the Executive a lump sum in cash in an amount equal to one Executive, as severance, ____ (1) times the sum __)8 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding as of the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything subject to the contrary in any applicable option agreement or other stock-based award agreement, all stock options standard payroll deductions and other stock-based awards held by the Executive that are subject solely to time-based vesting withholdings (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting DateSeverance”), provided in order . Subject to effectuate the accelerated vesting contemplated by this subsectionSection 5.2(iii) below, the unvested portion of Severance will be paid in equal installments on the Company’s regular payroll schedule over the ____ (__)9 month period following Executive’s options that would otherwise be forfeited on the Date termination of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; andemployment.
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits Provided Executive timely elects continued coverage under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) Company’s portion of Executive’s COBRA premiums, equal to the monthly employer contribution that the Company would have made to provide percentage of health insurance to the Executive and covered dependents if the Executive had remained employed premiums paid by the Company until prior to Executive’s termination, to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s date of termination and ending on the earliest of to occur of: (Ai) the twelve _____ (12) __)10 month anniversary of the Date Executive’s date of Terminationtermination; (Bii) the date that the Executive becomes eligible for group medical health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan benefits termination. In the event Executive becomes covered under any other another employer’s group medical plan; health plan or otherwise ceases to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without potentially violating applicable law (C) the cessation including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s health continuation rights under COBRAeligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 8 NTD: 12 months for the CEO and nine months for other executives. 9 NTD: 12 months for the CEO and nine months for other executives. 10 NTD: 12 months for the CEO and 9 months for other executives.
(iii) The amounts payable under this Section 6(a)5.2, to the extent taxable, shall be paid or commence to be paid within 60 days after the Date date of Terminationtermination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Praxis Precision Medicines, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on 3 months prior to or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one and a half (11.5) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Time- Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve eighteen (1218) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon (a) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for Good Reason outside the Change in Control Period. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 6(c), or the Executive terminates employment for Good Reason as provided in Section 6(d), each outside of the Change in Control Period (as defined below), then in addition to the Accrued Benefits, and subject to (i) the Executive signing a separation agreement and release in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”), and (ii) the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination (or such shorter period as set forth in the Separation Agreement and Release):
(i) The Company shall pay the Executive an amount equal to 9 months of the Executive’s Base Salary (the “Severance Amount”); and
(ii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly payment equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company until the earliest of (A) the 9 month anniversary of the Date of Termination; (B) the Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under Section 7(a), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 9 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount, to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(b) Severance Pay and Benefits upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7(b) shall apply in lieu of, and expressly supersede, the provisions of Section 5 7(a) if (i) the Company terminates the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), 6(c) or (b) by if the Executive terminates his employment for Good Reason as provided in Section 3(e6(d), and (ii) in either case within the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If . During the Term, if during the Change in Control Period the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d6(c) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period6(d), then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the The Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 12 months of the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the “Change in Control, if higher) andControl Payment”);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date Effective Date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier Effective Date of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become and will only occur if the vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(b), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) ), or the Executive terminates employment for Good Reason as provided in Section 3(e) and ), in each case the Date outside of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition agreement, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement”), and (ii) the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter period as set forth in the Separation Agreement):
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or [ ]14 months of the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the thena pro-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested rata portion of the Executive’s options that would otherwise be forfeited Target Bonus based on the Date of Termination will be delayed until (the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur“Severance Amount”), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) [ ]15 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over [ ]16 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). 14 NTD: 9 months for non-CEO executives; 12 months for CEO. 15 NTD: 9 months for non-CEO executives; 12 months for CEO. 16 NTD: 9 months for non-CEO executives; 12 months for CEO.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary Severance Amount as defined in Section 5 (or the Executive’s Base Salary “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month twelvemonth anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by If, during the Term, the Company terminates Executive’s employment without Cause or by the Executive terminates his employment for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersedeReason, the provisions Company, upon Executives execution of Section 5 if a full and complete waiver and release of all claims (iincluding any rights under the Norwegian employment law) the Executive’s employment is terminated either against Company, shall pay Executive a Cash Severance Amount and provide Executive with certain other severance benefits (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such periodcollectively, the “Change in Control PeriodSeverance Pay”) following the Effective Dateas described below. These provisions The Severance Pay shall terminate and be of no further force or effect after the Change in Control Period.as follows:
(a) If The Cash Severance Amount shall be the Executive’s employment is terminated by the Company without Cause amount as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Exhibit A hereto. The Company shall pay the Cash Severance Amount to Executive in a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (by wire transfer on or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days soon as reasonably practical after the Date of Terminationtermination date; provided, however, that if at such time Executive is a “specified employee,” as defined in Section 409A of the 60-Internal Revenue Code of 1986, as amended (“Code”) and the applicable Treasury Regulations thereunder, the Company shall not make such payment until the earlier of (i) the first day period begins of the seventh month after Executive’s termination date or (ii) the date of Executive’s death. In the event of any such delay in one calendar year and ends in a second calendar yearpayment, such payments Cash Severance Amount shall bear interest at the LIBOR rate in effect on his termination date until paid.
(b) Provided Executive timely elects continued coverage under the Company’s group health plan pursuant to Section 4980B of the extent they qualify as Code (“COBRA”), the Company shall pay on Executive’s behalf the full premium required for such continued coverage elected for his applicable COBRA period but not to exceed 18 months; provided, however, the Company shall take all actions necessary for Executive not to be taxed on either the continued coverage or any health benefits received under the health plan, which may include, if effective, paying Executive a monthly amount in cash, with a full tax gross-up, that enables Executive to pay the health premium required with after-tax dollars in order for such continued coverage or benefits to be non-qualified deferred compensation” within the meaning of taxable to him; provided, further however, if such reimbursement payments would be subject to tax under Section 409A of the Code, the Company shall provide Executive with either a full tax gross-up, paid when Executive remits such taxes, or reasonably equivalent health insurance coverage that does not subject Executive to tax under Sections 105, 106 or 409A of the Code.
(c) As soon as practical on or following his termination, the Company shall pay Executive (i) any earned but unpaid base salary, (ii) any accrued but unused vacation, and (iii) all reasonable and unreimbursed business expenses incurred by him prior to his termination.
(d) The Company shall provide Executive with outplacement services of Executive’s choosing, not to exceed $20,000. Executive shall not be paid entitled to Severance Pay for a termination of employment that is due to his death or commence to be paid in the second calendar year Disability, his voluntary termination without Good Reason, or his termination by the last day of such 60-day periodCompany for Cause.
Appears in 1 contract
Samples: Employment Agreement (RigNet, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if a Change in Control occurs and if (i) the Executive’s employment is terminated either (a) by the Company Companies without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 the period commencing 6 months prior to the first event constituting a Change in Control and ending 18 months after the occurrence of the such first event constituting a Change in Control (such period, the “Change in Control Period”) following ). For the Effective Date. These provisions avoidance of doubt, this Section 6 shall terminate and be of no further force or effect before or after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company Companies without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the a Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationTermination (or such shorter period as set forth in the Separation Agreement), which shall include a seven (7) day revocation period:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) two times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s full Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and);
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreementOutstanding Equity Award Agreement, all stock options and unvested Outstanding Equity Awards (other stockthan the Supplemental Performance-based awards Based Options Shares) held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination Termination, (ii) the date of the first event constituting a Change in Control, or (iiiii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Outstanding Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the later of the effective date of the Separation Agreement Release or the date of the first event constituting a Change of Control (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based portion of the Executive’s Outstanding Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 24 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 6 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.5 times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) applicable, paid or to be paid in the same calendar year; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Black Diamond Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. During the Change in Control Period (as defined below): The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary Severance Amount defined in Section 5 (or the Executive’s Base Salary “Change in effect immediately prior to Control Payment”); provided the Change in ControlControl Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of the Executive’s options such Time-Based Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) -month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination If
(1) Executive is involuntarily terminated by the Company without Cause or by the Executive terminates his employment for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu ofReason, and expressly supersede, the provisions (2) Executive executes (and does not rescind) a release of Section 5 if (i) the Executive’s employment is terminated either (a) claims in a form supplied by the Company without Cause as provided in Section 3(d(the “Release”), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by then the Company without Cause as provided in Section 3(d) or will provide Executive the Executive terminates employment for Good Reason as provided in Section 3(e) following severance pay and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall x. Xxxxxxxxx pay the Executive a lump sum in cash in an amount equal to one twelve (112) times the sum months’ of (A) the Executive’s thenthen current base salary, subject to required and authorized deductions and withholdings, which will be paid at regular payroll intervals over the course of the 12-current Base Salary (or month period immediately following the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the effective date of Executive’s employment termination, payable at termination and commencing upon the time it first scheduled payroll cycle immediately following the date the Release is executed and no longer subject to revocation (the “Separation Effective Date”). The first such cash payment will include payment of all amounts that otherwise would have been paid due prior to the Separation Effective Date had such payments commenced immediately upon the termination of Executive’s employment with employment.
b. Provided Executive elects pursuant to COBRA to continue to participate in the Company not terminatedCompany’s group health and dental insurance plans, and
(iii) notwithstanding anything to pay COBRA premiums for health and dental insurance coverage under the contrary in any applicable option agreement or other stockplans for the 12-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall month period immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) following the effective date of the Separation Agreement termination .. The Company will discontinue payments under this Section 7.b if and Release at such time as Executive is eligible to enroll in a new employer’s group health and/or dental programs, as applicable, and Executive agrees to promptly provide the Company notice if he becomes eligible to enroll in the group health and/or dental programs of a new employer. If the Company determines, in its sole discretion, that payment of the COBRA premiums under this Section 7.b would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying the COBRA premiums, the Company may instead elect to pay Executive on the first day of each month, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings (the “Accelerated Vesting DateSpecial Severance Payment”), provided in order for each remaining month during which Executive is entitled to effectuate the accelerated vesting contemplated by this subsection, the unvested portion receive payment of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable COBRA premiums under this Section 6(a)7.b. Executive may, but is not obligated to, use the Special Severance Payment toward the cost of COBRA premiums. The Company has the right to modify or terminate its group insurance plans at any time and Executive will have the same right to participate in the Company’s group insurance plans only as is provided on an equivalent basis to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodCompany’s employees.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one fifteen (115) times the sum months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting continuation (the “Time-Based Equity AwardsSeverance Amount”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of ); provided in the later of (i) event the Date of Termination or (ii) Executive is entitled to any payments pursuant to the effective date of Restrictive Covenants Agreement, the Separation Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement and Release (the “Accelerated Vesting DateRestrictive Covenants Agreement Setoff”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and;
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary end of the Date of Terminationperiod during which the Severance Amount is paid; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(c) if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance, which portion the Company shall pay on or around the same time the Company pays other bonuses for that year’s performance. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments as salary continuation in accordance with the Company’s payroll practice, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Agreement Company and Release all related persons and entities (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) , the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 24 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) ), plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution amount that the Company would have made paid to provide the group health plan provider or the COBRA provider as a monthly employer contribution to continue the Executive’s group health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until for an additional 24 months (the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that “Change in Control Payment”). In addition, the Executive becomes eligible will be paid the Prorated Bonus. Except for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of Prorated Bonus, the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
(b) [Intentionally omitted.]
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or is within 12 the period beginning three (3) months before and ending twelve (12) months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (Ai) eighteen (18) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus and (Bii) the amount of any bonus earned in the fiscal year ending prior to the Date of Termination to the extent not previously paid and that would have been paid if the Executive’s Target Bonus for employment had not been terminated ((i) and (ii) collectively, the then-current year (or the Executive’s Target Bonus in effect immediately prior to the “Change in Control, if higher) Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all restricted stock awards, stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Unvested Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”)): provided that any Unvested Equity Awards not assumed, continued or substituted by the successor in a Change in Control will accelerate immediately prior to the Change in Control and provided in order to effectuate the accelerated vesting contemplated by this subsection, further that any termination or forfeiture of the unvested portion of the Executive’s options such Unvested Equity Awards that would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the Separation Agreement and Release can no longer become not becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Unvested Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve eighteen (1218) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
Period (a) as defined below): If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one twelve (112) times the sum months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity AwardsSeverance Amount”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of ); provided in the later of (i) event the Date of Termination or (ii) Executive is entitled to any payments pursuant to the effective date of Restrictive Covenants Agreement, the Separation Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement and Release (the “Accelerated Vesting DateRestrictive Covenants Agreement Setoff”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and;
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary end of the Date of Terminationperiod during which the Severance Amount is paid; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates; and
(c) if the Date of Termination is in the first quarter of the calendar year, the Company shall pay the Executive any earned but as of yet unpaid annual bonus (as determined by the Board) from the prior calendar year’s performance, which portion the Company shall pay on or around the same time the Company pays other bonuses for that year’s performance. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments as salary continuation in accordance with the Company’s payroll practice, commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on is within the 60 days before or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) [___] times the sum of (A) the Executive’s then-then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) year; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all time-based stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting held by the Executive (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate the accelerated vesting contemplated by this subsection, that any termination or forfeiture of the unvested portion of such Time-Based Equity Awards that 6 This period will match the Executive’s options that length of base salary continuation pursuant to (a) above. ACTIVE/100854405.3 would otherwise be forfeited occur on the Date of Termination in the absence of this Agreement will be delayed until the earlier of (A) the effective date of the Separation Agreement and Release (at which time acceleration and will occur), or (B) only occur if the date that vesting pursuant to this subsection does not occur due to the absence of the Separation Agreement and Release can no longer become becoming fully effective (at which within the time the unvested Time-Based Equity Awards will be terminated or forfeited)period set forth therein. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) [__] month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period. For the avoidance of doubt, in the event that the Executive’s Date of Termination is within the 60 days before a Change in Control and the Executive has signed the Separation Agreement and Release that has become irrevocable and is entitled to the benefits under Section 5 of this Agreement, then the Executive will receive the benefits set forth in this Section 6 following the occurrence of a Change in Control; provided that the lump sum amount to be paid to the Executive pursuant to Section 6(a)(i) will be decreased by any benefits previously paid to the Executive pursuant to Section 5, and the Executive will receive no further benefits pursuant to Section 5. In no event may there be duplication of benefits under Section 5 and Section 6.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by In return for the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions execution of this Section 6 shall apply in lieu ofAgreement, it becoming effective (see paragraph 18), and expressly supersedeExecutive honoring (and continuing to honor) all of its terms, Xxxxxxx Petroleum will provide Executive with the provisions severance pay and benefits in accordance with Section 5.c. of Section 5 if the Employment Agreement. Additionally, Xxxxxxx Petroleum will provide Executive with accrued benefits consisting of (i) all base salary earned but unpaid for the Executive’s employment is terminated either (a) by time period ending with the Company without Cause as provided in Section 3(d)Separation Date, or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the value of all accrued, unused vacation days, (iii) reimbursement for any and all monies advanced in connection with Executive’s employment for reasonable and necessary expenses incurred by Executive on behalf of the Xxxxxxx Petroleum for the time period ending with the Separation Date in accordance with Xxxxxxx Petroleum’s policies and (iv) any benefits to which Executive is entitled on the Separation Date under the terms of Termination any 401(k) plan of Xxxxxxx Petroleum. For the avoidance of doubt, Executive understands and agrees that Executive’s acceptance of this Agreement mean that Executive will not, under any circumstances, be paid or become entitled to the severance pay and benefits provided under Section 5.d. of the Employment Agreement or any other payment or benefits in connection with a Change of Control (as defined in the Employment Agreement).
a. For the further avoidance of doubt, Executive understands that the severance pay and benefits under Section 5.c. of the Employment Agreement includes only the following: (i) a lump sum payment equal to the sum of one times (1x) Executive’s base salary at the rate in effect as of immediately prior to the Separation Date and Executive’s 2020 target annual bonus, payable on the first day of the seventh month following the month in which the Separation Date occurs on (equal to $883,500), (ii) at the expense of Xxxxxxx Petroleum and subject to Executive’s timely election under COBRA, continued coverage of the same or within 12 equivalent life insurance, hospitalization, medical, dental, and vision coverage as provided to Executive’s immediately prior to the Separation Date until the earlier of 18 months after the occurrence of the first event constituting a Change in Control Separation Date or such time Executive has obtained new employment (such period, the “Change in Control Benefits Continuation Period”) and (iii) beginning after the expiration of the six-month period following the Effective Separation Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum aggregate amount of (A) any premiums paid by Executive to maintain a group term life insurance policy providing a benefit in excess of $50,000 during the Executive’s thensix-current Base Salary (or month period following the Executive’s Base Salary in effect immediately prior to Separation Date and continuation of coverage of any such policy, at the Change in Controlexpense of Xxxxxxx Petroleum, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as duration of the later of (i) the Date of Termination Benefits Continuation Period. Executive expressly acknowledges and agrees that Executive is not entitled to any additional bonus payment for 2020 or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day periodotherwise.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 7 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within three (3) months prior to or 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and ACTIVE/114587611.4 Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) 1.0 times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all [stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) ” and any Performance-Based Equity Awards that are then outstanding and eligible to vest based on Executive’s continued employment as provided for under Section 6 above shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided that in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options Time-Based Equity Awards and Performance-Based Equity Awards that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested portion of the Executive’s Time-Based Equity Awards and Performance-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards or Performance-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 12 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. ACTIVE/114587611.4 The amounts payable under this Section 6(a7(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Amylyx Pharmaceuticals, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) 18 months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 1.5 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); provided that the Change in Control Payment shall be reduced by the amount of the Garden Leave Pay Setoff, if applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18-month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Absci Corp)
Severance Pay and Benefits. Upon Termination by In return for the execution of this Agreement, it becoming effective (see paragraph 17), and me honoring all of its terms, the Company without Cause or by will provide me with the Executive following pay and benefits.
x. Xxxxxxxxx pay equal to the sum of (1) $275,000 which is equal to 52 Weeks of my regular pay (the “Salary Continuation Pay”), and (2) $165,000 which is equal to the bonus that would be payable to me in respect of Fiscal 2018 under the Company’s annual bonus plan assuming one hundred percent (100%) attainment of the specified performance goals for Good Reason within such fiscal year (the Change in Control Period“Severance Bonus”). The provisions Salary Continuation Pay and the Severance Bonus shall each be paid in cash less applicable withholding and deductions and in accordance with the Company’s regular payroll process as follows. The Salary Continuation Pay shall be paid in approximately equal installments of this Section 6 shall apply in lieu of, and expressly supersede, payroll payments over a 52 week period commencing with the provisions of Section 5 if first payroll following (i) the Executive’s employment is terminated either date on which this Agreement becomes effective and irrevocable (asee paragraph 17) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the Separation Date (see Paragraph 1), whichever is later. I understand that the first payment of Salary Continuation Pay may include an initial catch-up payment to compensate for the period from the last day worked to the first payroll available for severance pay. The period of time during which I am paid the Salary Continuation Pay shall be known as the “Severance Period.” The Severance Bonus shall be paid to me in a single lump sum following the date on which this Agreement becomes effective and irrevocable and no later than December 31, 2018. Should I become employed by the Company or any affiliate or subsidiary, in any capacity, during the Severance Period, my entitlement to any further Salary Continuation Pay or to receive the Severance Bonus, as applicable shall cease on the date such new employment commences.
b. Additional severance pay of $300,000, paid in a single lump sum less applicable withholding and deductions. This additional severance pay will be provided in accordance with the Company’s regular payroll processes as stated in paragraph 3.a following the date on which this Agreement becomes effective and irrevocable and no later than December 31, 2018. At the option of the Separation Agreement Company, this additional severance pay can be paid in cash or in shares of the Company’s common stock (or a combination of cash and Release (the “Accelerated Vesting Date”equity), provided with such equity calculated based on the closing price on the New York Stock Exchange on the trading day prior to the date the Company notifies you of its election and thereafter the Company and the Executive shall promptly complete all applicable documents to cause such equity to be transferred to the Executive brokerage account. Should I become employed by the Company or any affiliate or subsidiary, in order any capacity, during the Severance Period and prior to effectuate the accelerated vesting contemplated by date on which this subsectionadditional severance pay is paid to me, I will forfeit any entitlement to receive such additional severance pay, effective on the unvested portion date such new employment commences.
c. The Company will provide continuation medical, dental, vision and prescription drug benefits (“Continuation Benefits”) until the end of the Severance Period substantially similar to those provided to the Executive and her dependents by the Company immediately prior to the Separation Date, and on terms comparable to the terms as provided to other executives of the Company; provided, however, that such continuation coverage shall end earlier upon Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited)becoming eligible for comparable coverage under another employer’s benefit plans. Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRAIf applicable, the Company shall pay to the Executive a monthly cash payment (including a gross up payment Executive, between January 1 and March 31 of the year following the year in which the Continuation Benefits become includible in Executive’s income for income tax purposes, an additional amount to account cover such additional tax liability and additional amount. The Company shall not be liable for applicable any excise, penalty or other similar taxes and withholdings) equal or any interest with respect to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents payment of taxes. The additional amount, if the Executive had remained employed any, shall be determined by the Company until or an accounting firm chosen by the earliest Company. Subsequently, the Executive will be offered COBRA continuation at the Executive’s sole cost and expense and to the extent such COBRA coverage is available.
d. I acknowledge having previously received certain performance-based and retention equity awards pursuant to the “Spectrum Brands Holdings, Inc. 2011 Omnibus Equity Award Plan” (the “Plan”) via award agreements dated December 15, 2016 (the “S3B Award”), December 15, 2016 (the “2017 EIP Award”, and December 15, 2017 (the “2018 EIP Award”). Collectively, the S3B Award, the 2017 EIP Award, and the 2018 EIP Award are referred to herein as the “Awards”. I acknowledge and understand that the Awards will vest and be settled, if at all, in connection with my termination of employment solely in accordance with the terms and conditions of each applicable award agreement and the Plan, which are summarized below:
(Ai) My earned but unpaid 2,318 gross units awarded pursuant to the 2017 EIP Award will vest within thirty (30) days following my termination date. All remaining units made as part of the 2017 EIP Award will be forfeited upon my termination, including without limitation, the “additional award” described in Section 1 of my award agreement.
(ii) I will receive any earned portion of the 2018 EIP Award and the S3B Award based on actual results. However, I acknowledge and agree that if the minimum performance requirements for the 2018 EIP Award and the S3B Award are not met, then such Awards will be forfeited in their entirety.
e. I will be permitted to continue utilizing my Company leased vehicle for twelve (12) months following the Separation Date, on the same terms as prior to my departure. After the twelve (12) month anniversary period expires, I may purchase the vehicle at the residual value as outlined under the terms of the Date Company’s executive automobile policy in place as of Termination; September 12, 2018.
f. The Company will maintain my business mobile telephone number for thirty (B30) days following my termination at no cost to me, and thereafter, I may elect to transfer my mobile telephone number to a personal account at my own expense.
g. For the date avoidance of doubt, the Severance Benefits described in this Section 3 are not intended to result in any duplication of any compensation or benefits plans, policies, programs, agreements or arrangements of the Company. I acknowledge and agree that the Executive becomes I will not be eligible for group medical plan benefits under to receive any portion of 2019 Management Incentive Plan (“MIP”) or 2019 EIP award programs or any other employer’s group medical plan; bonus or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify other than as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day perioddescribed herein.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within Outside the Change in Control Period. The provisions Outside of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
Period (aas defined below): If the Executive has been employed by the Company for at least six (6) If months and the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period), then, in addition to the Accrued Obligations, and subject to (i) the Executive signing a separation agreement and release in a form and manner satisfactory to the Company, which shall include, without limitation, a general release of claims against the Company and all related persons and entities, a reaffirmation of all of the Executive’s Continuing Obligations (as defined below), and, and shall provide that if the Executive breaches any of the Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release by the Executive Release”), and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(ia) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum 12 months of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity AwardsSeverance Amount”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of ); provided in the later of (i) event the Date of Termination or (ii) Executive is entitled to any payments pursuant to the effective date of Restrictive Covenants Agreement, the Separation Severance Amount received in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement and Release (the “Accelerated Vesting DateRestrictive Covenants Agreement Setoff”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(ivb) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) -month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a)5, to the extent taxable, shall be paid or commence to be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments the Severance Amount, to the extent they qualify it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall be paid or commence begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) twelve (12) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) one (1) times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); provided that the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Samples: Employment Agreement (Monte Rosa Therapeutics, Inc.)
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on is within either 3 months before or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the a Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (Ai) 18 months of the Executive’s then-then current Base Salary (or determined, in the case of a termination for the Good Reason described in Section 3(e)(ii), without regard to any diminution of the Executive’s Base Salary Salary) and (ii) the amount of any bonus earned in effect immediately the fiscal year ending prior to the Change in Control, Date of Termination to the extent not previously paid and that would have been paid if higher) plus (B) the Executive’s Target Bonus for employment had not been terminated ((i) and (ii) collectively, the then-current year (or the Executive’s Target Bonus in effect immediately prior to the “Change in Control, if higher) Control Payment”); and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all restricted stock awards, stock options and other stock-based awards subject to vesting held by the Executive that are subject solely to time-based vesting (the “Time-Based Unvested Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), ; provided in order to effectuate that the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise such Unvested Equity Awards shall cease and be forfeited on suspended from the Date of Termination until the Accelerated Vesting Date as defined herein at which point the Unvested Equity Awards shall vest in full; and provided further, that in the case of any performance-based stock award, full vesting will mean vesting at target level; and provided further that, if the Date of Termination occurs as of or following the last day of the applicable performance period but prior to vesting of any performance-based stock award, full vesting will mean vesting at the level determined based on actual performance as of the end of the performance period. For the avoidance of doubt, there will be delayed no accelerated vesting unless and until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that Executive signs the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination referenced herein and the Accelerated Vesting Datesuch Separation Agreement and Release becomes effective; and
(iviii) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the group health plan provider, the COBRA provider or the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve (12) 18 month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible Executive’s eligibility for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. For the avoidance of doubt, the taxable payments described above may, if made to the Executive and not to the group health plan provider or to the COBRA provider, be used for any purpose, including, but not limited to, continuation coverage under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the later to occur of the Date of TerminationTermination or the Change in Control; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the The Company without Cause as provided in Section 3(d), or (b) by the shall provide to Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence each of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationseverance benefits:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum The continued payment of (A) the Executive’s then-current Base Salary for a period of twelve (or 12) months immediately following the Executive’s Base Termination Date (the “Severance Period”) (based on the Salary in effect immediately prior to as of the Change Termination Date ($153,000 annually)), payable during the Severance Period in Controlaccordance with the Company’s regular payroll practices, if higher) plus (B) commencing with the Executive’s Target Bonus for first payroll payment date that occurs after the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) andTermination Date;
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stockA pro-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested rated portion of the Executive’s options that annual short-term incentive program target bonus (such annual target bonus being 45% of Executive’s Salary ($68,850)) (the “Bonus”), if any, for 2015 (with such pro-ration calculated based on the number of days elapsed during 2015 through the Termination Date, divided by 365), but only to the extent such Bonus is earned based on performance goals established for 2015, as applicable, under the Annual Incentive Plan, as determined by the Compensation Committee, such Bonus to be payable, if at all, when the Bonus would otherwise be forfeited on have been paid had Executive remained employed by the Date of Termination will be delayed until the earlier of Company;
(Aiii) the effective date Reimbursement of the Separation Agreement Release reasonable attorney’s fees and expenses, not to exceed Five Thousand and No/100 Dollars (at which time acceleration will occur$5,000), or incurred by Executive in connection with the negotiation and preparation of this Agreement (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeitedpayable in accordance with Section 3(d). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and);
(iv) subject Provided Executive elects continuation coverage pursuant to the Executive’s copayment Consolidated Omnibus Budget Reconciliation Act of premium amounts at 1986 (“COBRA”) or similar state laws and timely completes and returns to the applicable active employees’ rate Company the documents and the Executive’s proper election to receive benefits under COBRApayments required for such election, the Company shall pay reimburse Executive for the cost of COBRA continuation premiums for Executive and her dependents (as applicable) for a period of twelve (12) consecutive months after the Termination Date under the Company’s group medical plan to the Executive a monthly cash payment (including a gross up payment to account extent that such benefits were in effect for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered her dependents as of the Termination Date; provided, that if the Executive had remained employed by the Company until the earliest of (A) at any time during the twelve (12) month anniversary of period following the Date of Termination; (B) the date that the Termination Date, Executive becomes eligible to receive health insurance from a subsequent employer, the Company’s obligation to reimburse Executive for group medical plan the cost of COBRA continuation premiums shall immediately cease; and
(v) Executive outplacement services for a period of six (6) months immediately following the Termination Date through a provider to be designated by the Company.
(b) Notwithstanding the foregoing provisions of this Section 3, the Company shall not be obligated to provide Executive with any of the severance pay or benefits described in paragraphs (a)(i)–(v) of this Section 3 (such severance pay and benefits, collectively the “Severance Benefits”), or the benefits provided under any other employer’s group medical plan; or Section 4(c) below, unless (Ci) within 30 days following the Termination Date, (x) Executive signs and delivers the Release of Claims in favor of the Company as set forth in Exhibit A attached hereto (the “Release”), (y) Executive has not revoked the Release, and (z) the cessation rescission periods provided by law have expired; and (ii) Executive is in substantial compliance with the terms of this Agreement as of the Executive’s health continuation rights under COBRAdates of the payments. The amounts payable under Parties agree that Executive received this Section 6(a), to Agreement and the extent taxable, shall be paid or commence to be paid within 60 days after Release as of the Date of Termination; provided, however, Termination Date.
(c) Executive acknowledges and agrees that if the 60-day period begins in one calendar year and ends in Executive is considered a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensationspecified employee” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), as of the Termination Date. As a result, the payment of any amounts under this Section 3 that are considered deferred compensation subject to Section 409A and are to be paid on account of Executive’s separation from service shall be deferred, as required by Section 409A(a)(2)(B)(i) of the Code, for six (6) months after the Termination Date or, if earlier, Executive’s death (the “409A Deferral Period”). Any payments that otherwise would have been made during the 409A Deferral Period shall be paid or commence in a lump sum on the first payroll date after the 409A Deferral Period expires, and the balance of any payments shall be made as described herein. Whenever payments under this Agreement are to be paid made in installments, each such installment shall be deemed to be a separate payment for purposes of Code Section 409A.
(d) Notwithstanding anything to the second calendar contrary contained herein, with respect to any reimbursement of expenses, or any provision of in-kind benefits, that are subject to Code Section 409A and related regulations or other guidance, the following conditions shall apply: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in any one taxable year by shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year, except for any medical reimbursement providing for the reimbursement of expenses referred to in Code Section 105(b); (ii) the reimbursement of an eligible expense shall be made no later than the last day of the Executive’s taxable year following the taxable year in which such 60expense was incurred; and (iii) the right to reimbursement or in-day periodkind benefits shall not be subject to liquidation or exchange for another benefit.
(e) Executive acknowledges and agrees that she is not entitled to any benefits under this Agreement or otherwise except for the benefits expressly provided herein, accrued benefits under the Company’s 401(k) retirement plan, and the right to continue life insurance coverage at Executive’s cost (provided that Executive may be required to do so under an individual conversion policy).
Appears in 1 contract
Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date. These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Time- Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve eighteen (1218) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
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Severance Pay and Benefits. Upon Termination by the Company without Cause or by the Executive for Good Reason within the Change in Control Period. The provisions of this Section 6 shall apply in lieu of, and expressly supersede, the provisions of Section 5 if (i) the Executive’s employment is terminated either (a) by the Company without Cause as provided in Section 3(d), or (b) by the Executive for Good Reason as provided in Section 3(e), and (ii) the Date of Termination occurs is on or within 12 months after the occurrence of the first event constituting a Change in Control (such period, the “Change in Control Period”) following the Effective Date). These provisions shall terminate and be of no further force or effect after the Change in Control Period.
(a) If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates employment for Good Reason as provided in Section 3(e) and in each case the Date of Termination occurs during the Change in Control Period, then, in addition to the Accrued Obligations, and subject to the signing of a general release of claims against the Separation Company and all related persons and entities that shall not release the Executive’s rights under this Agreement and Release (the “Release”) by the Executive and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to one (1) times the sum of (A) nine (9) months of the Executive’s then-current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control, if higher) plus (B) 0.75 times the Executive’s Target Bonus for the then-current year (or the Executive’s Target Bonus in effect immediately prior to the Change in Control, if higher) (the “Change in Control Payment”); provided that the Change in Control Payment shall be reduced by the amount of the Restrictive Covenants Agreement Setoff, if applicable; and
(ii) the Company shall pay any unpaid bonus earned for the year preceding the date of Executive’s employment termination, payable at the time it otherwise would have been paid had the Executive’s employment with the Company not terminated, and
(iii) notwithstanding anything to the contrary in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive that are subject solely to time-based vesting (the “Time-Based Equity Awards”) shall immediately accelerate and become fully vested and exercisable or nonforfeitable as of the later of (i) the Date of Termination or (ii) the effective date of the Separation Agreement and Release (the “Accelerated Vesting Date”), provided in order to effectuate the accelerated vesting contemplated by this subsection, the unvested portion of the Executive’s options that would otherwise be forfeited on the Date of Termination will be delayed until the earlier of (A) the effective date of the Separation Agreement Release (at which time acceleration will occur), or (B) the date that the Separation Agreement and Release can no longer become fully effective (at which time the unvested Time-Based Equity Awards will be terminated or forfeited). Notwithstanding the foregoing, no additional time-based vesting of the Time-Based Equity Awards shall occur during the period between the Date of Termination and the Accelerated Vesting Date; and
(iv) subject to the Executive’s copayment of premium amounts at the applicable active employees’ rate and the Executive’s proper election to receive benefits under COBRA, the Company shall pay to the Executive group health plan provider or the COBRA provider a monthly cash payment (including a gross up payment to account for applicable taxes and withholdings) equal to the monthly employer contribution that the DocuSign Envelope ID: 1828BF91-C004-471A-8B6D-94F1ADC3D89A Company would have made to provide health insurance to the Executive and covered dependents if the Executive had remained employed by the Company until the earliest of (A) the twelve nine (129) month anniversary of the Date of Termination; (B) the date that the Executive becomes eligible for group medical plan benefits under any other employer’s group medical plan; or (C) the cessation of the Executive’s health continuation rights under COBRA; provided, however, that if the Company determines that it cannot pay such amounts to the group health plan provider or the COBRA provider (if applicable) without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company shall convert such payments to payroll payments directly to the Executive for the time period specified above. Such payments to the Executive shall be subject to tax-related deductions and withholdings and paid on the Company’s regular payroll dates. The amounts payable under this Section 6(a), to the extent taxable, shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall be paid or commence to be paid in the second calendar year by the last day of such 60-day period.
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Samples: Employment Agreement (Monte Rosa Therapeutics, Inc.)
