Common use of Severance Payments Upon Termination Without Cause or for Good Reason Clause in Contracts

Severance Payments Upon Termination Without Cause or for Good Reason. If, during the Term of Employment, Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in addition to the payments and benefits described in Section 6(a) above, and subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”), Executive will also be eligible for the following: (i) During the period commencing on the Date of Termination and ending twelve (12) months later or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulation thereunder, payment by the Company of one-hundred percent (100%) of the COBRA premiums necessary to continue Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (ii) Notwithstanding anything in the Plan to the contrary, if the Executive’s Continuous Service with the Company is terminated by the Company without Cause, or by Executive for Good Reason, then (1) the unvested portion of the equity awards listed on Exhibit A that are then outstanding will be accelerated such that the portion of the equity award that would have vested in the twelve (12) month period following such termination shall become vested and exercisable effective immediately prior to the termination of Continuous Service; provided that if such termination of Continuous Service occurs within two (2) months prior to or within twelve (12) months following a Change in Control, then the unvested portion of the equity awards listed on Exhibit A held by the Executive shall be accelerated in full such that 100% of such awards shall become vested and exercisable effective upon the later of (a) the termination of Continuous Service or (b) immediately prior to, and contingent upon, such Change in Control; and (2) subject in all respects to the terms of the Amended and Restated Restricted Share Purchase Agreement among the Executive, the Company and Oncorus LLC dated March 31, 2016 (the “Oncorus LLC RSPA”), the Executive shall acquire a vested interest in 250,000 common shares of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested or the remainder of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested if fewer than 250,000 shares of such equity award are unvested; provided that if such termination of Continuous Service occurs upon a Change in Control, then, notwithstanding the foregoing, the Executive shall accrue a vested interest in 100% of the equity award in Oncorus LLC listed on Exhibit B on the date of such termination.

Severance Payments Upon Termination Without Cause or for Good Reason. If, during the Term of Employment, Employment Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in addition to the payments and benefits described in Section 6(a) above, and the Company shall, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”), Executive will also be eligible for the following:): (1) The Company shall pay to Executive an amount equal two times the sum of (i) Executive’s Annual Base Salary and Executive’s target Annual Bonus. Such amount will be subject to applicable withholdings and payable in twenty-four equal cash payments on the first regular payroll date in twenty-four consecutive calendar months commencing on the first such regular payroll date occurring at least 45 days following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof. (2) During the period commencing on the Date of Termination and ending on the twelve (12) months later month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulation regulations thereunder, payment by the Company of one-hundred percent shall, in its sole discretion, either (100%A) of continue to provide to Executive and Executive’s dependents, at the COBRA premiums necessary to continue EmployeeCompany’s sole expense, or (B) reimburse Executive and his covered dependents’ Executive’s dependents for coverage under its group health insurance coverage plan (if any) at the same levels in effect for himself (and his covered dependents) on the termination dateDate of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (ii3) Notwithstanding anything in Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Plan Date of Termination, to the contrarybecome fully vested and, if the Executive’s Continuous Service applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with the Company is terminated by the Company without Cause, or by Executive for Good Reason, then (1) the unvested portion respect to all of the equity awards listed on Exhibit A that are then outstanding will be accelerated such that the portion of the equity award that would have vested in the twelve (12) month period following such termination shall become vested and exercisable effective immediately prior to the termination of Continuous Service; provided that if such termination of Continuous Service occurs within two (2) months prior to or within twelve (12) months following a Change in Control, then the unvested portion of the equity awards listed on Exhibit A held by the Executive shall be accelerated in full such that 100% of such awards shall become vested and exercisable effective upon the later of (a) the termination of Continuous Service or (b) immediately prior to, and contingent upon, such Change in Control; and (2) subject in all respects to the terms of the Amended and Restated Restricted Share Purchase Agreement among the Executive, the Company and Oncorus LLC dated March 31, 2016 (the “Oncorus LLC RSPA”), the Executive shall acquire a vested interest in 250,000 common shares of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested or the remainder of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested if fewer than 250,000 shares of such equity award are unvested; provided that if such termination of Continuous Service occurs upon a Change in Control, then, notwithstanding the foregoing, the Executive shall accrue a vested interest in 100% of the equity award in Oncorus LLC listed on Exhibit B on the date of such terminationCompany’s Common Stock subject thereto.

Severance Payments Upon Termination Without Cause or for Good Reason. If, during the Term of Employment, Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in addition to the payments and benefits described in Section 6(a) above, and subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”), Executive will also be eligible for the following: (i) Severance in amount equal to twelve (12) months of Executive’s Annual Base Salary as of Executive’s Date of Termination, such payment to be made in a single cash lump sum as soon as administratively practicable following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof; (ii) During the period commencing on the Date of Termination and ending twelve (12) months later or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulation thereunder, payment by the Company of one-hundred percent (100%) of the COBRA premiums necessary to continue Employee’s and his covered dependents’ health insurance coverage in effect for himself (and his covered dependents) on the termination date; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof); (iii) Beginning in 2019, in the event termination occurs after the completion of the sixth (6th) full month of the fiscal year in which the Date of Termination occurs, an additional severance payment of a pro-rata portion (calculated based on the number of days Executive served hereunder during such fiscal year) of Executive’s Annual Bonus at target payable at the same time that bonuses are paid to other Company executives. (iiiv) Notwithstanding anything in the Plan to the contrary, if the Executive’s Continuous Service with the Company employment is terminated by the Company without Cause, Cause or by Executive for Good Reason, then (1) the unvested portion of the equity awards listed on Exhibit A that are then outstanding will be accelerated such that the portion of the equity award that would have vested in the twelve (12) month period following such termination shall become vested and exercisable effective immediately prior to the termination of Continuous Service; provided that if such termination of Continuous Service occurs within two (2) months prior to or Reason within twelve (12) months following a Change in ControlControl (as defined below), then the unvested portion of the equity awards listed on Exhibit A held by the Executive shall be accelerated in full such that 100% of such awards shall become vested and exercisable effective upon the later of (a) the termination of Continuous Service or (b) immediately prior to, and contingent upon, such Change in Control; and (2) subject in all respects to the terms of the Amended and Restated Restricted Share Purchase Agreement among the Executive, the Company and Oncorus LLC dated March 31, 2016 (the “Oncorus LLC RSPA”), the Executive shall acquire a vested interest in 250,000 common shares of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and ’s unvested or the remainder of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested if fewer than 250,000 shares of such equity award are unvested; provided that if such termination of Continuous Service occurs upon a Change in Control, then, notwithstanding the foregoing, the Executive shall accrue a vested interest in 100% of the equity award in Oncorus LLC listed on Exhibit B on the date of such terminationAward will vest.

Severance Payments Upon Termination Without Cause or for Good Reason. In Connection with a Change in Control. If, during the Term of EmploymentEmployment and within the period beginning three months prior to and ending 18 months following a Change in Control, Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, in addition to the payments and benefits described in Section 6(a) above, and the Company shall, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”), Executive will also be eligible for the following:): (i) The Company shall pay to Executive an amount equal to 0.75 times the sum of (i) Executive’s Annual Base Salary and (ii) Executive’s target Annual Bonus. Such amount will be subject to applicable withholdings and payable in a single lump sum cash payment on the first regular payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof. (ii) During the period commencing on the Date of Termination and ending twelve (12) months later on the nine month anniversary thereof or, if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulation regulations thereunder, payment by the Company of one-hundred percent shall, in its sole discretion, either (100%A) of continue to provide to Executive and Executive’s dependents, at the COBRA premiums necessary to continue EmployeeCompany’s sole expense, or (B) reimburse Executive and his covered dependents’ Executive’s dependents for coverage under its group health insurance coverage plan (if any) at the same levels in effect for himself (and his covered dependents) on the termination dateDate of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the COBRA Period (or remaining portion thereof). (iiiii) Notwithstanding anything in Cause any unvested equity awards, including any stock options, restricted stock awards and any such awards subject to performance-based vesting, held by Executive as of the Plan Date of Termination, to the contrarybecome fully vested and, if the Executive’s Continuous Service applicable, exercisable, and cause all restrictions and rights of repurchase on such awards to lapse with the Company is terminated by the Company without Cause, or by Executive for Good Reason, then (1) the unvested portion respect to all of the equity awards listed on Exhibit A that are then outstanding will be accelerated such that the portion of the equity award that would have vested in the twelve (12) month period following such termination shall become vested and exercisable effective immediately prior to the termination of Continuous Service; provided that if such termination of Continuous Service occurs within two (2) months prior to or within twelve (12) months following a Change in Control, then the unvested portion of the equity awards listed on Exhibit A held by the Executive shall be accelerated in full such that 100% of such awards shall become vested and exercisable effective upon the later of (a) the termination of Continuous Service or (b) immediately prior to, and contingent upon, such Change in Control; and (2) subject in all respects to the terms of the Amended and Restated Restricted Share Purchase Agreement among the Executive, the Company and Oncorus LLC dated March 31, 2016 (the “Oncorus LLC RSPA”), the Executive shall acquire a vested interest in 250,000 common shares of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested or the remainder of the equity award in Oncorus LLC listed on Exhibit B that are then outstanding and unvested if fewer than 250,000 shares of such equity award are unvested; provided that if such termination of Continuous Service occurs upon a Change in Control, then, notwithstanding the foregoing, the Executive shall accrue a vested interest in 100% of the equity award in Oncorus LLC listed on Exhibit B on the date of such terminationCompany’s Common Stock subject thereto.