Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) or 4(e). Except as provided in Section 5(c) below, (i) in the event of termination of your employment following the Effective Date by the Company other than for Cause pursuant to Section 4(a) of this Agreement, or in the event of termination of your employment following the Effective Date by you for Good Reason pursuant to Section 4(c) of this Agreement, the Employment Option shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting and the Company will (i) continue to pay you your base salary, at the rate in effect on the date of termination, for the period of nine (9) months from the date of termination and (ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the cash bonus paid to you in the previous year, if any; or (ii) in the event of your termination of employment as a result of your death or disability at any time pursuant to Section 4(e) of this Agreement, the Employment Option shall vest as of the date of termination, which in the case of death shall be the date of death (notwithstanding anything to the contrary in Section 2(c) of this Agreement), with respect to an additional one year of vesting, and, to the extent the Company's benefits do not include disability insurance benefits that will (i) continue your base salary at 100% of the amount of such base salary for the period of nine (9) months from the date of termination and (ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your base salary would be otherwise paid during such nine (9) months from the date of termination as shall equal the amount by which (i) 100% of your base salary plus (ii) the pro rata portion of the cash bonus paid to you in the year prior to such termination, if any, exceeds the disability insurance benefits, if any, actually paid to you. If you are participating in the Company's group health plan and/or dental plan at the time your employment terminates (whether such termination is as described in (i) or (ii) above), and you exercise your right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse you, for the full premium cost of that participation for nine (9) months following the date on which your employment with the Company terminates or, if earlier, until the date you become eligible to enroll in the health (or, if applicable, dental) plan of a new employer. The Company will also pay you on the date of termination any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. Any obligation of the Company to provide you severance payments or other benefits under this Section 5(a) is conditioned on your signing an effective release of claims in the form provided by the Company (the "Employee Release") following the termination of your employment, which release shall not apply to (i) claims for indemnification in your capacity as an officer or director of the Company under the Company's Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your termination. All severance payments will be in the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree to provide the Company prompt notice of your eligibility to participate in the health plan and, if applicable, dental plan of any employer. You further agree to repay any overpayment of health benefit premiums made by the Company hereunder. (b) Termination other than pursuant to Section 4(b) or 4(c). In the event of any termination of your employment, other than a termination by the Company pursuant to Section 4(b) of this Agreement, a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or a termination as a result of your death or disability pursuant to Section 4(e) of this Agreement, the Company will pay you any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. The Company shall have no other obligation to you under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Sirtris Pharmaceuticals, Inc.)
Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) ), or 4(e). Except as provided in Section 5(c) below,
(i) in the event of termination of your the Executive’s employment following the Effective Date by the Company other than for Cause pursuant to Section 4(a4(b) of this Agreement, Agreement or in the event of termination of your the Executive’s employment following by the Effective Date by you Executive for Good Reason pursuant to Section 4(c) of this Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) and unvested Restricted Shares shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting (except that with respect to restricted stock and the Restricted Shares, a minimum of 25% of such unvested shares shall vest); and (b) the Company will (i) continue to pay you your the Executive’s base salary, at the rate in effect on the date of termination, for the a period of nine twelve (912) months from the date of termination and (ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you for the year in which the previous year, if anyExecutive is terminated; or
(ii) in the event of your the Executive’s termination of employment as a result of your the Executive’s death or disability at any time pursuant to Section 4(e) of this the Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) and unvested Restricted Shares shall vest as of the date of termination, which in the case of death shall be the date of death termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement), ) with respect to an additional one year of vestingvesting (except that with respect to restricted stock and the Restricted Shares, and, a minimum of 25% of such unvested shares shall vest); (b) to the extent the Company's ’s benefits do not include disability insurance benefits that will (i) continue your the Executive’s base salary at 100% of the amount of such base salary for the period of nine twelve (912) months from the date of termination termination, the Company shall pay such amount at the time that the Executive’s base salary would be otherwise paid as shall equal the amount by which 100% of the Executive’s base salary exceeds the disability insurance benefits, if any, actually paid to him; and (iic) the Company shall pay the Executive a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your base salary would be otherwise paid during such nine (9) months from the date of termination as shall equal the amount by which (i) 100% of your base salary plus (ii) the pro rata portion of the cash bonus paid to you in for the year prior to such termination, if any, exceeds in which the disability insurance benefits, if any, actually paid to youExecutive is terminated. If you are the Executive is participating in the Company's ’s group health plan and/or dental plan at the time your the Executive’s employment terminates (whether such termination is as described in (i) or (ii) above), and you exercise your the Executive exercises his right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse youthe Executive, for the full premium cost of that participation for nine twelve (912) months following the date on which your the Executive’s employment with the Company terminates or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (or, if applicable, dental) plan of a new employer. The Company will also pay you the Executive on the date of termination any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your his employment. Subject to the Company’s discretion, the portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that does not constitute nonqualified deferred compensation within the meaning of Section 409A, will either be paid in a lump sum or in accordance with normal payroll practices. Any portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that constitutes nonqualified deferred compensation within the meaning of Section 409A shall be paid in a lump sum. Any obligation of the Company to provide you the Executive severance payments or other benefits under this Section 5(a) is conditioned on your the Executive signing an effective release of claims in the form provided by the Company (the "“Employee Release"”) following the termination of your the Executive’s employment, which release shall not apply to (i) claims for indemnification in your the Executive’s capacity as an officer or director of the Company under the Company's ’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iiiii) rights to receive retirement benefits that are accrued and fully vested at the time of your the Executive’s termination. All Any severance payments will to be made in the form of salary continuation, continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree The Executive agrees to provide the Company prompt notice of your the Executive’s eligibility to participate in the health plan and, if applicable, dental plan of any employer. You The Executive further agree agrees to repay any overpayment of health benefit premiums made by the Company hereunder.
(b) Termination other than pursuant to Section 4(b), 4(c) or 4(c4(e). In the event of any termination of your the Executive’s employment, other than a termination by the Company other than for Cause pursuant to Section 4(b) of this Agreement, a termination by you the Executive for Good Reason pursuant to Section 4(c) of this Agreement, Agreement or a termination as a result of your the Executive’s death or disability pursuant to Section 4(e) of this Agreement), the Company shall have the right to repurchase any unvested Restricted Shares for $.001 per share, and the Company will pay you the Executive any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your the Executive’s employment. The Company shall have no other obligation to you the Executive under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Sirtris Pharmaceuticals, Inc.)
Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) or 4(e). Except as provided in Section 5(c) below,
(i) in the event of termination of your the Executive’s employment following the Effective Date by the Company other than for Cause pursuant to Section 4(a) of this Agreement, Agreement or in the event of termination of your the Executive’s employment following by the Effective Date by you Executive for Good Reason pursuant to Section 4(c) of this Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting (except that with respect to restricted stock, a minimum of 25% of such unvested shares shall vest); and (b) the Company will (i) continue to pay you your the Executive’s base salary, at the rate in effect on the date of termination, for the a period of nine twelve (912) months from the date of termination and (ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you for the year in which the previous year, if anyExecutive is terminated; or
(ii) in the event of your the Executive’s termination of employment as a result of your the Executive’s death or disability at any time pursuant to Section 4(e) of this the Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of termination, which in the case of death shall be the date of death termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement), ) with respect to an additional one year of vestingvesting (except that with respect to restricted stock, and, a minimum of 25% of such unvested shares shall vest); (b) to the extent the Company's ’s benefits do not include disability insurance benefits that will (i) continue your the Executive’s base salary at 100% of the amount of such base salary for the period of nine twelve (912) months from the date of termination termination, the Company shall pay such amount at the time that the Executive’s base salary would be otherwise paid as shall equal the amount by which 100% of the Executive’s base salary exceeds the disability insurance benefits, if any, actually paid to him; and (iic) the Company shall pay him a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your base salary would be otherwise paid during such nine (9) months from the date of termination as shall equal the amount by which (i) 100% of your base salary plus (ii) the pro rata portion of the cash bonus paid to you in for the year prior to such termination, if any, exceeds in which the disability insurance benefits, if any, actually paid to youExecutive is terminated. If you are the Executive is participating in the Company's ’s group health plan and/or dental plan at the time your the Executive’s employment terminates (whether such termination is as described in (i) or (ii) above), and you exercise your the Executive exercises his right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse youthe Executive, for the full premium cost of that participation for nine twelve (912) months following the date on which your the Executive’s employment with the Company terminates or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (or, if applicable, dental) plan of a new employer. The Company will also pay you the Executive on the date of termination any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your his employment. Subject to the Company’s discretion, the portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that does not constitute nonqualified deferred compensation within the meaning of Section 409A, will either be paid in a lump sum or in accordance with normal payroll practices. Any portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that constitutes nonqualified deferred compensation within the meaning of Section 409A shall be paid in a lump sum. Any obligation of the Company to provide you the Executive severance payments or other benefits under this Section 5(a) is conditioned on your the Executive’s signing an effective release of claims in the form provided by the Company (the "“Employee Release"”) following the termination of your the Executive’s employment, which release shall not apply to (i) claims for indemnification in your the Executive’s capacity as an officer or director of the Company under the Company's ’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your the Executive’s termination. All Any severance payments will to be made in the form of salary continuation, continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree The Executive agrees to provide the Company prompt notice of your the Executive’s eligibility to participate in the health plan and, if applicable, dental plan of any employer. You The Executive further agree agrees to repay any overpayment of health benefit premiums made by the Company hereunder.
(b) Termination other than pursuant to Section 4(b), 4(c) or 4(c4(e). In the event of any termination of your the Executive’s employment, other than a termination by the Company pursuant to Section 4(b) of this Agreement, a termination by you the Executive for Good Reason pursuant to Section 4(c) of this Agreement, Agreement or a termination as a result of your the Executive’s death or disability pursuant to Section 4(e) of this Agreement, the Company will pay you the Executive any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your the Executive’s employment. The Company shall have no other obligation to you the Executive under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Sirtris Pharmaceuticals, Inc.)
Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) or 4(e). Except as provided in Section 5(c) below,
(i) in the event of termination of your the Executive’s employment following the Effective Date by the Company other than for Cause pursuant to Section 4(a) of this Agreement, or in the event of termination of your the Executive’s employment following by the Effective Date by you Executive for Good Reason pursuant to Section 4(c) of this Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time(disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting (except that with respect to restricted stock, a minimum of 25% of such unvested shares shall vest); and (b) the Company will (i) continue to pay you your the Executive’s base salary, at the rate in effect on the date of termination, for the a period of nine twelve (912) months from the date of termination and (ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you for the year in which the previous year, if anyExecutive is terminated; or
(ii) in the event of your the Executive’s termination of employment as a result of your the Executive’s death or disability at any time pursuant to Section 4(e) of this the Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of termination, which in the case of death shall be the date of death termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement), ) with respect to an additional one year of vestingvesting (except that with respect to restricted stock, and, a minimum of 25% of such unvested shares shall vest); (b) to the extent the Company's ’s benefits do not include disability insurance benefits that will (i) continue your the Executive’s base salary at 100% of the amount of such base salary for the period of nine twelve (912) months from the date of termination termination, the Company shall pay such amount at the time that the Executive’s base salary would be otherwise paid as shall equal the amount by which 100% of the Executive’s base salary exceeds the disability insurance benefits, if any, actually paid to him; and (iic) the Company shall pay him a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your base salary would be otherwise paid during such nine (9) months from the date of termination as shall equal the amount by which (i) 100% of your base salary plus (ii) the pro rata portion of the cash bonus paid to you in for the year prior to such termination, if any, exceeds in which the disability insurance benefits, if any, actually paid to youExecutive is terminated. If you are the Executive is participating in the Company's ’s group health plan and/or dental plan at the time your the Executive’s employment terminates (whether such termination is as described in (i), (ii) or (iiiii) above), and you exercise your the Executive exercises his right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse youthe Executive, for the full premium cost of that participation for nine twelve (912) months following the date on which your the Executive’s employment with the Company terminates or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (or, if applicable, dental) plan of a new employer. The Company will also pay you the Executive on the date of termination any base salary earned but not paid through the date of termination and pay for termination, any vacation time accrued but not used to that datedate and any business expenses incurred by the Executive but un-reimbursed on the date of termination, provided that such expenses and required substantiation and documentation are submitted within sixty (60) days of termination and that such expenses are reimbursable under Company policy. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your his employment. Subject to the Company’s discretion, the portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that does not constitute nonqualified deferred compensation within the meaning of Section 409A, will either be paid in a lump sum or in accordance with normal payroll practices. Any portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that constitutes nonqualified deferred compensation within the meaning of Section 409A shall be paid in a lump sum. Any obligation of the Company to provide you the Executive severance payments or other benefits under this Section 5(a) is conditioned on your the Executive’s signing an effective release of claims in the form provided by the Company (the "“Employee Release"”) following the termination of your the Executive’s employment, which release shall not apply to (i) claims for indemnification in your the Executive’s capacity as an officer or director of the Company under the Company's ’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your the Executive’s termination. All Any severance payments will to be made in the form of salary continuation, continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree The Executive agrees to provide the Company prompt notice of your the Executive’s eligibility to participate in the health plan and, if applicable, dental plan of any employer. You The Executive further agree agrees to repay any overpayment of health benefit premiums made by the Company hereunder.
(b) Termination other than pursuant to Section 4(b), 4(c) or 4(c4(e). In the event of any termination of your the Executive’s employment, other than a termination by the Company pursuant to Section 4(b) of this Agreement, a termination by you the Executive for Good Reason pursuant to Section 4(c) of this Agreement, Agreement or a termination as a result of your the Executive’s death or disability pursuant to Section 4(e) of this Agreement, the Company will pay you the Executive any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your the Executive’s employment. The Company shall have no other obligation to you the Executive under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Sirtris Pharmaceuticals, Inc.)
Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) or 4(e4(c). .
i. Except as provided in Section 5(c) below,
(i) , in the event of termination of your the Executive’s employment following the Effective Date either by the Company other than for Cause pursuant to Section 4(a) of this Agreement, Agreement or in by the event of termination of your employment following the Effective Date by you Executive for Good Reason pursuant to Section 4(c) of this Agreement, (a) with respect to a termination prior to a 2012 IPO, (I) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options or restricted stock based on individual or Company performance) shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) with respect to an additional one year six (6) months of vesting vesting; and (II) the Company will shall pay the Executive’s then-current annual base salary for a period of six (i6) continue to pay you your base salarymonths in accordance with the Company’s payroll practice then in effect, at the rate in effect beginning on the date of termination, for the period of nine Payment Commencement Date (9) months from the date of termination as defined below); and (iib) pay with respect to a pro-rata portion termination following a 2012 IPO, (for I) all unvested options, restricted stock, and restricted stock units (including the period from January 1 IPO RSUs) in each case that were granted prior to the 2012 IPO and which, by their terms, vest only based on the passage of time (disregarding any acceleration of the year vesting of termination through the date of terminationsuch options, restricted stock or restricted stock units based on individual or Company performance) of the cash bonus paid to you in the previous year, if any; or
(ii) in the event of your termination of employment as a result of your death or disability at any time pursuant to Section 4(e) of this Agreement, the Employment Option shall vest as of the date of termination, which in the case of death shall be the date of death termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement), ) with respect to an additional one year nine (9) months of vesting, and, to ; and (II) the extent Company shall pay the Company's benefits do not include disability insurance benefits that will (i) continue your base salary at 100% of the amount of such Executive’s then-current annual base salary for the a period of nine (9) months from in accordance with the date of termination and (Company’s payroll practice then in effect, beginning on the Payment Commencement Date.
ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your base salary would be otherwise paid during such nine (9) months from the date of termination as shall equal the amount by which (i) 100% of your base salary plus (ii) the pro rata portion of the cash bonus paid to you in the year prior to such termination, if any, exceeds the disability insurance benefits, if any, actually paid to you. If you are the Executive is participating in the Company's ’s group health plan and/or dental plan at the time your the Executive’s employment terminates (whether such termination is as described in (i) or (ii) above)terminates, and you exercise your the Executive exercises his right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse youthe Executive, for the full premium cost of that participation for nine six (96) months following the date on which your the Executive’s employment with the Company terminates (nine (9) months following such termination date in the case of a termination following a 2012 IPO) or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (or, if applicable, dental) plan of a new employer, payable in accordance with regular payroll practices for benefits beginning on the Payment Commencement Date. The Company will also pay you the Executive on the date of termination any base salary earned but not paid through the the, date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your his employment, payable in a lump sum on the Payment Commencement Date.
iii. Any obligation of the Company to provide you the Executive severance payments or other benefits under this Section 5(a) is conditioned on your the Executive’s signing an effective and reasonable release of claims in the form provided by the Company (the "“Employee Release"”) within 60 days following the termination of your the Executive’s employment, which release shall not apply to (i) claims for indemnification in your the Executive’s capacity as an officer or director of the Company under the Company's ’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance coverage and payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your terminationthe Executive’s termination and rights under such plans protected by ERISA. All Any severance payments will to be made in the form of salary continuation, continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree The Executive agrees to provide the Company prompt notice of your the Executive’s eligibility to participate in the health plan and, if applicable, dental plan of any employer. You The Executive further agree agrees to repay any overpayment of health benefit premiums made by the Company hereunder.
(b) Termination other than pursuant to Section 4(b) or 4(c). In the event of any termination of your employment, other than a termination by the Company pursuant to Section 4(b) of this Agreement, a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or a termination as a result of your death or disability pursuant to Section 4(e) of this Agreement, the Company will pay you any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. The Company shall have no other obligation to you under this Agreement.
Appears in 1 contract
Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) or 4(e). Except as provided in Section 5(c) below,
(i) in the event of termination of your the Executive’s employment following the Effective Date by the Company other than for Cause pursuant to Section 4(a) of this Agreement, Agreement or in the event of termination of your the Executive’s employment following by the Effective Date by you Executive for Good Reason pursuant to Section 4(c) of this Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) with respect to an additional one year of vesting (except that with respect to restricted stock, a minimum of 25% of such unvested shares shall vest); and (b) the Company will (i) continue to pay you your the Executive’s base salary, at the rate in effect on the date of termination, for the a period of nine twelve (912) months from the date of termination and (ii) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you for the year in which the previous year, if anyExecutive is terminated; or
(ii) in the event of your the Executive’s termination of employment as a result of your the Executive’s death or disability at any time pursuant to Section 4(e) of this the Agreement, (a) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of termination, which in the case of death shall be the date of death termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement), ) with respect to an additional one year of vestingvesting (except that with respect to restricted stock, and, a minimum of 25% of such unvested shares shall vest); (b) to the extent the Company's ’s benefits do not include disability insurance benefits that will (i) continue your the Executive’s base salary at 100% of the amount of such base salary for the period of nine twelve (912) months from the date of termination termination, the Company shall pay such amount at the time that the Executive’s base salary would be otherwise paid as shall equal the amount by which 100% of the Executive’s base salary exceeds the disability insurance benefits, if any, actually paid to him; and (iic) the Company shall pay him a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your base salary would be otherwise paid during such nine (9) months from the date of termination as shall equal the amount by which (i) 100% of your base salary plus (ii) the pro rata portion of the cash bonus paid to you in for the year prior to such termination, if any, exceeds in which the disability insurance benefits, if any, actually paid to youExecutive is terminated. If you are the Executive is participating in the Company's ’s group health plan and/or dental plan at the time your the Executive’s employment terminates (whether such termination is as described in (i) or (ii) above), and you exercise your the Executive exercises his right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse youthe Executive, for the full premium cost of that participation for nine twelve (912) months following the date on which your the Executive’s employment with the Company terminates or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (or, if applicable, dental) plan of a new employer. The Company will also pay you the Executive on the date of termination any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your his employment. Subject to the Company’s discretion, the portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that does not constitute nonqualified deferred compensation within the meaning of Section 409A, will either be paid in a lump sum or in accordance with normal payroll practices. Any portion of any of the Executive’s base salary to be paid pursuant to i(b) and ii(b) above that constitutes nonqualified deferred compensation within the meaning of Section 409A shall be paid in a lump sum. Any obligation of the Company to provide you the Executive severance payments or other benefits under this Section 5(a) is conditioned on your the Executive signing an effective release of claims in the form provided by the Company (the "“Employee Release"”) following the termination of your the Executive’s employment, which release shall not apply to (i) claims for indemnification in your the Executive’s capacity as an officer or director of the Company under the Company's ’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your the Executive’s termination. All Any severance payments will to be made in the form of salary continuation, continuation pursuant to the terms of this Agreement shall be payable in accordance with the normal payroll practices of the Company, and will begin at the Company's ’s next regular payroll period following the effective date of the Employee Release, but shall be retroactive to the date of termination. You agree The Executive agrees to provide the Company prompt notice of your the Executive’s eligibility to participate in the health plan and, if applicable, dental plan of any employer. You The Executive further agree agrees to repay any overpayment of health benefit premiums made by the Company hereunder.
(b) Termination other than pursuant to Section 4(b), 4(c) or 4(c4(e). In the event of any termination of your the Executive’s employment, other than a termination by the Company pursuant to Section 4(b) of this Agreement, a termination by you the Executive for Good Reason pursuant to Section 4(c) of this Agreement, Agreement or a termination as a result of your the Executive’s death or disability pursuant to Section 4(e) of this Agreement, the Company will pay you the Executive any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your the Executive’s employment. The Company shall have no other obligation to you the Executive under this Agreement.
Appears in 1 contract
Samples: Employment Agreement (Sirtris Pharmaceuticals, Inc.)
Severance Payments and Other Matters Related to Termination. (a) Termination pursuant to Section 4(b), 4(c) or 4(e4(c). .
i. Except as provided in Section 5(c) below,
(i) , in the event of termination of your the Executive’s employment following the Effective Date either by the Company other than for Cause pursuant to Section 4(a) of this Agreement, Agreement or in by the event of termination of your employment following the Effective Date by you Executive for Good Reason pursuant to Section 4(c) of this Agreement: (a) with respect to a termination prior to a 2012 IPO, (I) all unvested options and restricted stock which, by their terms, vest only based on the Employment Option passage of time (disregarding any acceleration of the vesting of such options or restricted stock based on individual or Company performance) shall vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement) with respect to an additional one year six (6) months of vesting vesting; and (II) the Company will shall pay the Executive’s then-current annual base salary for a period of six (i6) continue to pay you your base salarymonths in accordance with the Company’s payroll practice then in effect, at the rate in effect beginning on the date of termination, for the period of nine Payment Commencement Date (9) months from the date of termination as defined below); and (iib) pay with respect to a pro-rata portion termination following a 2012 IPO, (for I) all unvested options, restricted stock, and restricted stock units (including the period from January 1 IPO RSUs) in each case that were granted prior to the 2012 IPO and which, by their terms, vest only based on the passage of time (disregarding any acceleration of the year vesting of termination through the date of terminationsuch options, restricted stock or restricted stock units based on individual or Company performance) of the cash bonus paid to you in the previous year, if any; or
(ii) in the event of your termination of employment as a result of your death or disability at any time pursuant to Section 4(e) of this Agreement, the Employment Option shall vest as of the date of termination, which in the case of death shall be the date of death termination (notwithstanding anything to the contrary in Section 2(c2(b) of this Agreement), ) with respect to an additional one year twelve (12) months of vesting, and, to the extent the Company's benefits do not include disability insurance benefits that will (i) continue your base salary at 100% of the amount of such base salary for the period of nine (9) months from the date of termination ; and (iiII) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the cash bonus paid to you in the previous year, if any, the Company shall pay such amount at the time that your Executive’s then-current annual base salary would be otherwise paid during such nine for a period of twelve (912) months from in accordance with the date of termination as shall equal Company’s payroll practice then in effect, beginning on the amount by which (i) 100% of your base salary plus (Payment Commencement Date.
ii) the pro rata portion of the cash bonus paid to you in the year prior to such termination, if any, exceeds the disability insurance benefits, if any, actually paid to you. If you are the Executive is participating in the Company's ’s group health plan and/or dental plan at the time your the Executive’s employment terminates (whether such termination is as described in (i) or (ii) above)terminates, and you exercise your the Executive exercises his right to continue participation in those plans under the federal law known as COBRA, or any successor law, the Company will pay or, at its option, reimburse youthe Executive, for the full premium cost of that participation for nine six (96) months following the date on which your the Executive’s employment with the Company terminates (twelve (12) months following such termination date in the case of a termination following a 2012 IPO) or, if earlier, until the date you become the Executive becomes eligible to enroll in the health (or, if applicable, dental) plan of a new employer, payable in accordance with regular payroll practices for benefits beginning on the Payment Commencement Date. The Company will also pay you the Executive on the date of termination any base salary earned but not paid through the the, date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you the Executive any bonus which has been awarded to youthe Executive, but not yet paid on the date of termination of your his employment, payable in a lump sum on the Payment Commencement Date.
iii. Any obligation of the Company to provide you the Executive severance payments or other benefits under this Section 5(a) is conditioned on your the Executive’s signing an effective and reasonable release of claims in the form provided by the Company (the "“Employee Release"”) within 60 days following the termination of your the Executive’s employment, which release shall not apply to (i) claims for indemnification in your the Executive’s capacity as an officer or director of the Company under the Company's ’s Certificate of Incorporation, By-laws or agreement, if any, providing for director or officer indemnification, (ii) rights to receive insurance payments under any policy maintained by the Company and (iii) rights to receive retirement benefits that are accrued and fully vested at the time of your terminationthe Executive’s termination and rights under such plans protected by ERISA . All The severance payments will shall be in paid or commence on the form of salary continuation, payable in accordance with the normal payroll practices of the Company, and will begin at the Company's next regular first payroll period following the effective date of the Employee ReleaseRelease becomes effective, but shall be retroactive to the date of termination (the “Payment Commencement Date”). Notwithstanding the foregoing, if the 60th day following the date of termination occurs in the calendar year following the calendar year of the termination, then the Payment Commencement Date shall be no earlier than January 1 of such subsequent calendar year. You agree The Executive agrees to provide the Company prompt notice of your the Executive’s eligibility to participate in the health plan and, if applicable, dental plan of any employer. You The Executive further agree agrees to repay any overpayment of health benefit premiums made by the Company hereunder.
(b) Termination other than pursuant to Section 4(b) or 4(c). In the event of any termination of your employment, other than a termination by the Company pursuant to Section 4(b) of this Agreement, a termination by you for Good Reason pursuant to Section 4(c) of this Agreement, or a termination as a result of your death or disability pursuant to Section 4(e) of this Agreement, the Company will pay you any base salary earned but not paid through the date of termination and pay for any vacation time accrued but not used to that date. In addition, the Company will pay you any bonus which has been awarded to you, but not yet paid on the date of termination of your employment. The Company shall have no other obligation to you under this Agreement.
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