Severance Payment and Benefits. If, during the Employment Term at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates his employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement such that the Executive’s employment terminates within such period of twelve (12) consecutive months, then subject to compliance with the restrictive covenants in Section 9 and Section 10 and the execution and timely return by the Executive of the Release, the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of his termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately preceding sentence are otherwise taxable to the Executive, such benefits, for purposes of Section 409A of the Code (and the regulations and other guidance issued thereunder) shall be provided as separate monthly in-kind payments of those benefits, and to the extent those benefits are subject to and not otherwise excepted from Section 409A of the Code, the provision of the in-kind benefits during one calendar year shall not affect the in-kind benefits to be provided in any other calendar year.
Severance Payment and Benefits. If, at any time during the period of twelve (12) consecutive months commencing on the occurrence of a Change in Control, (i) the Executive is involuntarily terminated (other than for Cause), or (ii) the Executive terminates the Executive’s employment for Good Reason, or (iii) the Company gives notice of non-renewal of the Agreement, or (iv) such period of twelve (12) consecutive months includes December 31, 2028, then subject to compliance with the covenants in Section 9 and Section 10 and the execution, timely return and non-revocation (if applicable) by the Executive of the Release, in lieu of the amounts and benefits otherwise payable under Section 5(f), 5(g) or 5(h) above, whichever is applicable, (A) the Executive shall be entitled to receive a lump sum severance payment equal to two times the sum of (i) the Executive’s Base Salary, as in effect at the time of the Change in Control, and (ii) the average of the annual bonuses paid to the Executive for the prior two fiscal years of the Company ending prior to the Change in Control, if any, and (B) any options, restricted shares, or other awards granted to the Executive under the 2013 Equity Plan or any replacement awards shall become fully vested and, in the case of options, exercisable in full. For purposes of the above, the reference to “fully vested” in connection with any award subject to performance-based vesting conditions refers to vesting at the maximum level of achievement of the performance goal or goals under the award. Such lump sum payment shall be made to the Executive within sixty (60) days following the date of the Executive’s termination of employment. Notwithstanding the foregoing, such lump sum severance payment shall be reduced on a dollar-for-dollar basis by any portion of such payment received or receivable by the Executive from any successor to the Company; provided, such reduction does not otherwise affect the time of payment of such lump sum severance pursuant to this Section 6(c). In addition to the severance payment, the Executive shall be entitled to continued coverage at the Company’s expense under any health insurance programs maintained by the Company in which the Executive participated at the time of the Executive’s termination, which coverage shall be continued for eighteen (18) months or until, if earlier, the date the Executive obtains comparable coverage under a group health plan maintained by a new employer. To the extent the benefits provided under the immediately p...
Severance Payment and Benefits. If Executive timely signs, dates, returns, and does not revoke (i) this Agreement in accordance with Section 24 of this Agreement; and so long as Executive is not in breach of his obligations under this Agreement, then the Company will provide Executive the following (the “Severance Benefits”) in full satisfaction of any monetary or other obligations to which Executive could claim entitlement under Executive’s Offer Letter or the Company’s Executive Severance and Change of Control Policy (“Executive Severance Policy”):
(a) A cash payment equal to six (6) times Executive’s monthly base salary in effect on the Separation Date, gross, paid in a lump sum by the Payment Date (“Severance Months”);
(b) A cash payment equal to a prorated (to the Separation Date) portion of the amount that Executive would have received under Pandora Media, Inc.’s Corporate Incentive Plan for Fiscal Year Ending December 31, 2017, based on the Company’s actual performance as determined by the Compensation Committee of the Board in its discretion for the remaining executive officers of the Company following the completion of the Current Year’s annual performance period; provided that such payment will not exceed Pandora Media, Inc. – Separation Agreement and Release Michxxx Xxxxxxx Executive’s prorated annual target bonus for the Current Year; provided further that such payment will be made no later than March 15, 2018;
(c) So long as Executive timely elects (and remains eligible for) health benefits continuation pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of Executive’s applicable premiums (including spouse or family coverage if Executive had such coverage on the Separation Date) for such continuation coverage under COBRA (payable as and when such payments become due) during the period commencing on the Separation Date and ending on the earliest to occur of (a) six (6) months following the Separation Date, and (b) the date on which the Executive and Executive’s covered dependents, if any, become eligible for health insurance coverage through another employer, or becomes otherwise covered under another group health plan;
(d) Reasonable outplacement and career continuation services by a firm to be selected by the Company for up to three (3) months following the Separation Date, if Executive elects to participate in such services; and
(e) The following vesting schedule:
i. Effective on the Effective Date, accelerat...
Severance Payment and Benefits. If Termination Occurs Following Change in Control for Disability, Without Cause, With Good Reason or Without Good Reason within 12 Months of the Change. If, (I) within 24 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 24-month period shall run from the date of occurrence of each such event), your employment with the Company is terminated (i) by the Company for Disability, (ii) by the Company without Cause, or (iii) by you with Good Reason (as defined in section 6), or (II) within 12 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 12-month period shall run from the date of occurrence of each such event) you terminate your employment either with or without Good Reason, you shall be entitled to a severance payment and other benefits as follows:
Severance Payment and Benefits. In the event that Executive’s employment is terminated less than two (2) years after a Change in Control by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to the same rights, payments and benefits as provided in paragraph (c) of Section 6, except that the amount of the lump sum severance payment shall be equal to one (1) times Executive’s annual salary in effect on the termination date (without regard to any reduction in salary referred to in clause (ii) of the definition of Good Reason). For purposes of this Section, Good Reason shall also include the Company’s failure without Executive’s written consent to continue in effect any incentive or bonus plan, or Benefit Plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent compensation and benefits in the aggregate (and, with respect to life insurance, major medical and other employee welfare benefit plans, at a substantially equivalent cost).
Severance Payment and Benefits. In the event that Executive’s employment is terminated less than two (2) years after a Change in Control by the Company without Cause or by Executive for Good Reason, Executive shall be entitled to the same rights, payments and benefits as provided in paragraph (c) of Section 6. For purposes of this Section, Good Reason shall also include the Company’s failure without Executive’s written consent to continue in effect any incentive or bonus plan, or Benefit Plan, unless Executive is permitted to participate in other plans providing Executive with substantially equivalent compensation and benefits in the aggregate (and, with respect to life insurance, major medical and other employee welfare benefit plans, at a substantially equivalent cost).
Severance Payment and Benefits. If Termination Occurs Following Change in Control for Disability, Without Cause, or With Good Reason. If, within 24 months from the date of occurrence of any event constituting a change in control of the Company (it being recognized that more than one such event may occur in which case the 24-month period shall run from the date of occurrence of each such event), your employment with the Company is terminated (i) by the Company for Disability, (ii) by the Company without Cause, or (iii) by you with Good Reason (as defined in section 6), you shall be entitled to a severance payment and other benefits as follows:
Severance Payment and Benefits. Subject to subsection 1(g), if during the Term (as defined below) the Executive ceases to be employed by each and all of the Parent Corporation, the Corporation and their respective affiliates by reason of termination for any reason other than Just Cause (as defined in Section 3), Total Disability (as defined in Section 3) or death (a “Qualifying Termination”), then the Executive shall be entitled to receive severance payments from the Corporation as set forth in subsection 1(b) (collectively, the “Severance Payment”) and the other benefits as set forth in subsections 1(c) and 1(e). Subsections 1(d) and 1(f) shall apply with respect to any termination of Executive’s employment during the Term, including a Qualifying Termination.
Severance Payment and Benefits. (a) If Executive's employment is terminated as a result of a Qualifying Termination as defined in Sections 3(b) and 4(c), and if Executive delivers a fully-executed release and waiver of all claims against the Company, then, upon expiration of any applicable revocation period contained in the release and waiver, the Company shall pay or provide Executive the following Severance Payment and benefits:
(i) Executive shall receive the Severance Payment, as provided in the Letter Agreement dated July 19, 2002, between Executive and the Company, which shall be payable in equal monthly installments beginning on the first day of the first full month and continuing on the first day of each month thereafter during the Severance Period. The Severance Payment is in lieu of any severance payment benefits which otherwise may at that time be available under the Company's applicable policies and Executive shall be entitled to receive whatever additional severance payment benefits, if any, for which he may qualify according to the provisions of this Agreement regarding Change in Control.
Severance Payment and Benefits. 1.1 The Company agrees to pay Employee a Severance Payment of Thirty Seven Thousand and Five Hundred Dollars ($37,500) (the “Payment”) to which the Employee is not otherwise entitled, less all appropriate federal and state tax withholdings. The Payment will be made in three (3) equal installments of Twelve Thousand Five Hundred Dollars ($12,500) each, payments made 30, 60 and 90 days after the Effective Date of this Agreement.
1.2 The Company will issue Employee an option to purchase shares of Common Stock equal to one percent (1%) of the total number of shares of common stock outstanding on the date of the grant (the “Xxxxxx Options”). The Xxxxxx Options shall have an exercise price equal to the closing bid price on the date of grant, expiration date of 10 years from the date of issuance and shall vest as follows: (i) fifty percent (50%) of the option award will vest upon the Effective Date of this Agreement, and (ii) the remaining fifty percent (50%) of the option award will vest six (6) months after the Effective Date of this Agreement, provided that the Employee has not breached any provision of this Agreement.
1.3 The Company will enter into the Consulting Agreement with the Employee, in such form and substance as attached as Attachment A hereto. Pursuant to the Consulting Agreement, the Company shall agree to pay Employee the amount of Three Hundred Fifty Dollars ($350) per day for any consulting services agreed to after June 15, 2015 as requested in writing by the Company.
1.4 Employee acknowledges and agrees that these payments and benefits are adequate consideration for the promises and representations made in this Agreement, and that Employee has been paid all other compensation due, including wages, commissions or bonuses, and any other owed compensation of any kind, and any accrued but unpaid wages, commissions, bonuses or owed compensation of any kind is hereby deemed paid and satisfied in full by the consideration provided in this Section 1.
