Termination and Eligibility for Severance. If your employment with the Company is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company for Good Reason (as defined below), the Company will provide you the following severance and related post-termination benefits: (a) a lump sum payment equal to the sum of your then annual base salary and your then target annual bonus, less applicable state and federal withholdings; (b) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage; (c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination; (d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and (e) any Restricted Shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”). The lump sum payment described in Section 6(a) above shall be made after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason.
Appears in 4 contracts
Samples: Executive Severance and Arbitration Agreement (Sonus Networks Inc), Executive Severance and Arbitration Agreement (Sonus Networks Inc), Executive Severance and Arbitration Agreement (Sonus Networks Inc)
Termination and Eligibility for Severance. If Upon any termination of your employment (the “Date of Termination”), you will be paid (i) any and all earned and unpaid portion of your Base Salary through the Date of Termination; (ii) any accrued but unused vacation pay owed to you in accordance with Company practices up to and including the Date of Termination; and (iii) any allowable and unreimbursed business expense incurred through the Date of Termination that are supported by appropriate documentation in accordance with the Company is terminated by Company’s policies. Hereafter, items (i) through (iii) in this Section 7 are referred to as “Accrued Benefits.” If the Company without terminates your employment for Cause (as defined below) or you terminate your employment with the Company for without Good Reason (as defined below), you will be entitled to receive only the Accrued Benefits. If the Company terminates your employment without Cause, your employment terminates due to your death or Disability (as defined below), or you terminate your employment with Good Reason, then subject to the additional conditions of this Agreement, the Company will provide you (or your estate or successors or assigns, as the case may be) with the following severance and related post-termination benefits, to which you otherwise would not be entitled:
(a) The Company will pay you a lump sum payment equal to the sum (i) twelve (12) months of your then annual base salary then-current Base Salary payable at the time of termination and (ii) 100% of your then target annual bonusthen-current Target Bonus; provided, less applicable state however, that if your termination occurs in contemplation of, upon or after an Acquisition, the Company will pay you a lump sum payment equal to (y) eighteen (18) months of your then-current Base Salary payable at the time of termination and federal withholdings;(z) 150% of your then-current Target Bonus.
(b) continuation of payment of The Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if your termination occurs in contemplation of, upon or after an Acquisition, the Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the eighteen (18) month period following the termination of your employment. In any case, if, immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;.
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock Any options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date Date of Termination and would vest during have vested in the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date Date of Termination or the original remaining life of the such options; andprovided that if your termination occurs in contemplation of, upon or after an Acquisition, then all unvested options at that time will accelerate and immediately vest and become exercisable.
(ed) any Restricted Shares Any restricted shares granted to you by the Company that are unvested as of the Date of Termination and that would vest during the twelve (12) months following your termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall shares will be terminated and any and all legends shall be removed so that the shares be and are freely marketable. ; provided that if your termination occurs in contemplation of, upon or after an Acquisition, then all of your unvested restricted shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(e) The Company’s provision of the benefits described in Section 6(a7(a), (b), (dc) and (ed) above shall be contingent upon (y) your execution and delivery of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), and on such Release Agreement becoming effective as a matter of law; and (z) your compliance and continuing compliance with the covenants in your Confidentiality Agreement. The lump sum payment described in Section 6(a7(a) above shall be made after promptly following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 7.
(f) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date Date of terminationTermination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date Date of terminationTermination. If you seek to terminate your employment for Good Reason, you must provide the Company with written notification specifying the basis for your claim of Good Reason, and the Company shall have ten (10) business days following its receipt of written such notice of termination to cure the circumstance giving rise to Good Reason.
(g) All payments described above shall be made less applicable local, state and federal withholdings.
Appears in 2 contracts
Samples: Employment Agreement (Sonus Networks Inc), Employment Agreement (Sonus Networks Inc)
Termination and Eligibility for Severance. If You will be eligible to receive the applicable termination and severance benefits set forth in this Section 7, unless your employment with the Company is terminated by the Company without for Cause or you resign from employment other than for Good Reason.
(a) In the event the Company terminates your employment for any reason other than Cause (as defined below) which shall not include termination of your employment due to your death or Disability), or you terminate your employment with the Company for Good Reason (as defined belowregardless of a Change in Control) in accordance with Section 7(d), and subject to your execution of a comprehensive release of claims as set forth in Section 7(c) below, you (or your estate or your successors and assigns, as the Company case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to one (1) times your then Annual Salary payable at the sum time of termination (“Separation Date”), unless the termination of your then annual base salary and employment occurs within twelve months following a Change of Control, in which case you will receive the benefits under your then target annual bonus, less applicable state and federal withholdingsRetention Agreement;
(bii) subject to Section 7(e)(ii) and provided that you are eligible for and elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of the Company’s its share of medical, dental and vision insurance premiums under COBRA for you and your dependents for the twelve (12) month period following the Separation Date or such lesser period as you remain eligible under COBRA, unless the termination of your employmentemployment occurs within twelve months following a Change of Control, in which case you will receive the benefits under your Retention Agreement; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) subject to Section 8, any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(ev) an additional one (1) year of time-based vesting on any Restricted Shares granted unvested options, restricted stock and restricted stock units as of the Separation Date; provided that if your termination of employment under this Section 7(a) occurs upon or following a Change of Control, then Section 3(c) above shall apply. For the purposes hereof, any equity with performance based vesting will not be accelerated in accordance with the above additional vesting parameters to the extent the performance metrics have not been achieved as of the date of termination.
(b) In the event that your employment terminates due to your death or Disability, and subject to execution of a comprehensive release of claims as set forth in Section 7(c) below by you or your legal representative, you (or your estate or your successors and assigns, as the case may be) will be eligible to receive the following severance and related post-termination benefits:
(i) subject to Section 7(e)(ii) and provided that you are eligible for and elect continuation coverage under COBRA, payment by the Company of its share of medical, dental and vision insurance premiums under COBRA for you and your dependents for the eighteen (18) month period following your Separation Date or such lesser period as you remain eligible under COBRA; provided, that are if immediately prior to the date of your death or Disability you were required to contribute towards the cost of premiums as a condition of receiving such insurance, you shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the date of your death or Disability in order to receive such continued insurance coverage; and
(ii) One hundred percent (100%) of all performance and time-based unvested as of the termination date options, restricted stock and restricted stock units will accelerate and immediately vest upon terminationyour Separation Date and will be delivered to you or your estate, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. as applicable.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d7(a) and (e7(b) above shall will be contingent upon execution by you or your execution legal representative of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within twenty-one (21) days following the termination of your employment. The lump sum payment described in Section 6(a7(a) above shall will be made after on the eighth (8th) day following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 7.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will then have ten (10) business days following its receipt of such written notice of termination to cure the circumstance circumstances giving rise to Good Reason. Upon a termination of your employment for Cause by the Company or upon your resignation from employment without Good Reason, you will be entitled to accrued but unpaid base salary and benefits through the date of termination only and shall not be entitled to any of the termination and severance benefits described in Sections 7(a) or 7(b).
Appears in 2 contracts
Samples: Employment Agreement (Marchex Inc), Employment Agreement (Marchex Inc)
Termination and Eligibility for Severance. If You will be eligible to receive the applicable termination and severance benefits set forth in this Section 7, unless your employment with the Company is terminated by the Company without for Cause or you resign from employment other than for Good Reason.
(a) In the event the Company terminates your employment for any reason other than Cause (as defined below) which shall not include termination of your employment due to your death or Disability), or you terminate your employment with the Company for Good Reason (as defined belowin accordance with Section 7(d), and subject to your execution of a comprehensive release of claims as set forth in Section 7(c) below, you (or your estate or your successors and assigns, as the Company case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to one (1) times your then Annual Salary payable at the sum time of termination (“Separation Date”), unless the termination of your then annual base salary and your then target annual bonusemployment occurs within twelve (12) months following a Change of Control, less applicable state and federal withholdingsin which case you will receive the benefits under Section 3(c) above;
(bii) subject to Section 7(e)(vi) and provided that you are eligible for and elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of the Company’s its share of medical, dental and vision insurance premiums under COBRA for you and your dependents (“Health Benefits”) for the twelve (12) month period following the Separation Date or such lesser period as you remain eligible under COBRA, unless the termination of your employmentemployment occurs within twelve months following a Change of Control, in which case you will receive the Health Benefits for eighteen (18) months; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) subject to Section 8, any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(ev) an additional one (1) year of time-based vesting on any Restricted Shares granted unvested options, restricted stock and restricted stock units as of the Separation Date; provided that if your termination of employment under this Section 7(a) occurs upon or following a Change of Control, then Section 3(c) above shall apply. For the purposes hereof, any equity with performance based vesting will not be accelerated in accordance with the above additional vesting parameters to the extent the performance metrics have not been achieved as of the date of termination.
(b) In the event that your employment terminates due to your death or Disability, and subject to execution of a comprehensive release of claims as set forth in Section 7(c) below by you or your legal representative, you (or your estate or your successors and assigns, as the case may be) will be eligible to receive the following severance and related post-termination benefits:
(i) subject to Section 7(e)(ii) and provided that you are eligible for and elect continuation coverage under COBRA, payment by the Company of its share of medical, dental and vision insurance premiums under COBRA for you and your dependents for the eighteen (18) month period following your Separation Date or such lesser period as you remain eligible under COBRA; provided, that are if immediately prior to the date of your death or Disability you were required to contribute towards the cost of premiums as a condition of receiving such insurance, you shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the date of your death or Disability in order to receive such continued insurance coverage; and
(ii) One hundred percent (100%) of all performance and time-based unvested as of the termination date options, restricted stock and restricted stock units will accelerate and immediately vest upon terminationyour Separation Date and will be delivered to you or your estate, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. as applicable.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d7(a) and (e7(b) above shall will be contingent upon execution by you or your execution legal representative of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within twenty-one (21) days following the termination of your employment. The lump sum payment described in Section 6(a7(a) above shall will be made after on the eighth (8th) day following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 7.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will then have ten (10) business days following its receipt of such written notice of termination to cure the circumstance circumstances giving rise to Good Reason. Upon a termination of your employment for Cause by the Company or upon your resignation from employment without Good Reason, you will be entitled to accrued but unpaid base salary and benefits through the date of termination only and shall not be entitled to any of the termination and severance benefits described in Sections 7(a) or 7(b).
Appears in 1 contract
Samples: Employment Agreement (Marchex Inc)
Termination and Eligibility for Severance. If You will be eligible to receive the applicable termination and severance benefits set forth in this Section 7, unless your employment with the Company is terminated by the Company without for Cause or you resign from employment other than for Good Reason.
(a) In the event the Company terminates your employment for any reason other than Cause (as defined below) which shall not include termination of your employment due to your death or Disability), or you terminate your employment with the Company for Good Reason (as defined belowin accordance with Section 7(d), and subject to your execution of a comprehensive release of claims as set forth in Section 7(c) below, you (or your estate or your successors and assigns, as the Company case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to one (1) times your then Annual Salary payable at the sum time of termination (“Separation Date”) , unless the termination of your then annual base salary and your then target annual bonusemployment occurs within twelve (12) months following a Change of Control, less applicable state and federal withholdingsin which case you will receive the benefits under Section 3(c) above;
(bii) subject to Section 7(e)(vi) and provided that you are eligible for and elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of the Company’s its share of medical, dental and vision insurance premiums under COBRA for you and your dependents (“Health Benefits”) for the twelve (12) month period following the Separation Date or such lesser period as you remain eligible under COBRA, unless the termination of your employmentemployment occurs within twelve months following a Change of Control, in which case you will receive the Health Benefits for eighteen (18) months; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) subject to Section 8, any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(ev) an additional one (1) year of time-based vesting on any Restricted Shares granted unvested options, restricted stock and restricted stock units as of the Separation Date; provided that if your termination of employment under this Section 7(a) occurs upon or following a Change of Control, then Section 3(c) above shall apply. For the purposes hereof, any equity with performance based vesting will not be accelerated in accordance with the above additional vesting parameters to the extent the performance metrics have not been achieved as of the date of termination.
(b) In the event that your employment terminates due to your death or Disability, and subject to execution of a comprehensive release of claims as set forth in Section 7(c) below by you or your legal representative, you (or your estate or your successors and assigns, as the case may be) will be eligible to receive the following severance and related post-termination benefits:
(i) subject to Section 7(e)(ii) and provided that you are eligible for and elect continuation coverage under COBRA, payment by the Company of its share of medical, dental and vision insurance premiums under COBRA for you and your dependents for the eighteen (18) month period following your Separation Date or such lesser period as you remain eligible under COBRA; provided, that are if immediately prior to the date of your death or Disability you were required to contribute towards the cost of premiums as a condition of receiving such insurance, you shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the date of your death or Disability in order to receive such continued insurance coverage; and
(ii) One hundred percent (100%) of all performance and time-based unvested as of the termination date options, restricted stock and restricted stock units will accelerate and immediately vest upon terminationyour Separation Date and will be delivered to you or your estate, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. as applicable.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d7(a) and (e7(b) above shall will be contingent upon execution by you or your execution legal representative of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within twenty-one (21) days following the termination of your employment. The lump sum payment described in Section 6(a7(a) above shall will be made after on the eighth (8th) day following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 7.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will then have ten (10) business days following its receipt of such written notice of termination to cure the circumstance circumstances giving rise to Good Reason. Upon a termination of your employment for Cause by the Company or upon your resignation from employment without Good Reason, you will be entitled to accrued but unpaid base salary and benefits through the date of termination only and shall not be entitled to any of the termination and severance benefits described in Sections 7(a) or 7(b).
Appears in 1 contract
Samples: Employment Agreement (Marchex Inc)
Termination and Eligibility for Severance. If You will be eligible to receive the termination and severance benefits set forth in this Section 8 unless your employment with the Company is terminated by the Company without for Cause (as defined below) or you terminate your resign from employment with the Company other than for Good Reason (as defined below), .
(a) In the event the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability (as defined below), or you terminate your employment for Good Reason, and subject to your execution of a comprehensive release as set forth in Section 8(c) below, you (or your estate or your successors and assigns, as the case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to the sum of one and one half (1.5) times your then annual base salary and Base Salary payable at the time of termination, unless the termination follows an Acquisition, in which case you will receive two (2) times your then target annual bonus, less applicable state and federal withholdingsBase Salary;
(bii) one and one half (1.5) times your then Target Bonus payable in a lump sum at the time of termination, unless the termination follows an Acquisition, in which case you will receive two (2) times your then Target Bonus;
(iii) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve eighteen (1218) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(dv) any stock options granted to you by the Company to purchase the Company’s common stock Options that are unvested as of the termination date and that would vest during the twelve twenty-four (1224) months following your termination will accelerate and immediately vest and become exercisable upon termination, in accordance with the terms of the applicable stock option agreement; provided that if your termination under this Section 8(a) occurs in contemplation of, upon or after an Acquisition, then all unvested Options at that time will fully accelerate and your stock options that are or become vested immediately vest on the termination date; and all Options vesting pursuant to this Section 8(a)(v) will remain outstanding and exercisable for the shorter of three five (35) years following from your termination date or the original remaining life of the optionsOptions; and
(evi) any Restricted Shares granted to you by the Company that are unvested as of the termination date and that would vest during the twenty-four (24) months following your termination will accelerate and immediately vest upon terminationtermination and such shares will be freely marketable; provided that if your termination under this Section 8(a) occurs in contemplation of, upon or after an Acquisition, then all unvested Restricted Shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(b) If the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability, or you terminate your employment for Good Reason, and any and all restrictions such termination occurs during the Performance Period, 500,000 Performance Shares will vest as follows:
(i) 25% of such shares will vest immediately on the termination date; and
(ii) the remainder of such shares shall vest as Restricted Shares shall be terminated and any and all legends shall be removed so that pursuant to the shares be and are freely marketable. vesting schedule set forth in Section 8(a)(vi) above.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d8(a) and (eand/or Section 8(b) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within fifty-two (52) days following the termination of your employment. The lump sum payment described in Section 6(a8(a) above shall will be made on the sixtieth (60th) day following the termination of your employment, after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 8.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If Upon any termination of your employment (the “Date of Termination” or “Termination Date”), you will be paid (i) any and all earned and unpaid portion of your Base Pay through the Date of Termination; (ii) any accrued but unused vacation pay owed to you in accordance with Company practices up to and including the Date of Termination; and (iii) any allowable and unreimbursed business expenses incurred through the Date of Termination that are supported by appropriate documentation in accordance with the Company is terminated by Company’s policies. Hereafter, items (i) through (iii) in this Section 2 are referred to as “Accrued Benefits.’’ If the Company without terminates your employment for Cause (as defined below) or you terminate your employment with without Good Reason, you will be entitled to receive only the Accrued Benefits. If the Company for terminates your employment without Cause (other than as a result of your death or Disability) or if you terminate your employment with Good Reason (as defined below)and, in either case, subject to the additional conditions of this Agreement, the Company will provide you the following severance and related post-termination benefits:benefits set forth in Sections 2(a) through (e):
(a) a lump sum payment equal The Company will continue to the sum of pay your then annual base salary and your then target annual bonusthen-current Base Pay, less applicable state and federal withholdings, in accordance with the Company’s usual payroll practices, for a period of twelve (12) months following the Date of Termination;
(b) continuation The Company will pay you an amount equal to 100% of your target Annual Bonus for the year of termination, less applicable state and federal withholdings, at the same time as the Annual Bonus would have been paid absent termination; provided that such payment shall be made no earlier than January 1, and no later than December 31, of the year following the year of termination;
(c) The Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c; provided that, if and to the extent that any health or welfare benefit described in this Section 2(c) cannot be paid or provided under any allowable unreimbursed applicable law or regulation, or under the terms of any policy, plan, program or arrangement of the Company or could subject the Company to additional tax, penalty or similar cost then, in lieu of providing the subsidized premiums described above, the Company shall instead pay to the Executive a fully taxable monthly cash payment in an amount such that, after payment by the Executive of all income taxes on such payment, the Executive retains an amount equal to the Company’s applicable share of premiums for such month, with such monthly payment being made on the last payroll date of each month for the remainder of the 12-month period described herein. Any such reimbursement or in-kind benefits provided under this Agreement shall be made or provided by the Company on or before the last day of the Executive’s taxable year following the taxable year in which the expenses are incurred, and shall also satisfy all other requirements of the regulations under Section 409A with respect to any accrued but unused vacation pay owing such reimbursements. The amount of any such expenses reimbursed or in-kind benefits provided in one year shall not affect the expenses or in-kind benefits eligible for reimbursement or payment in any subsequent year, and the Executive’s right to you at the time such reimbursement or payment of terminationany such expenses will not be subject to liquidation or exchange for any other benefit;
(d) If such termination occurs within twelve (12) months following a Change in Control, any stock options granted to you by the Company to purchase the Company’s common stock equity awards that are unvested as of the termination date and would vest during the twelve (12) months following your termination Termination Date will accelerate and immediately vest on the Termination Date (with all performance-based awards vesting as if target performance had been achieved) and become shall be settled and/or remain exercisable upon terminationthereafter in accordance with their terms and applicable law (including, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life without limitation, Section 409A of the options; andCode). If the Company terminates your employment due to death or Disability, in either case, subject to the additional conditions of this Agreement, the Company will provide you the following severance benefits set forth in Section 2(e):
(e) any Restricted Shares granted to you by the Company Any equity awards that are unvested as of the termination date Termination Date will accelerate and immediately vest upon termination, on the Termination Date (with all performance-based awards vesting as if target performance had been achieved) and any and all restrictions on such Restricted Shares shall be terminated settled and/or remain exercisable thereafter in accordance with their terms and any and all legends shall be removed so that applicable law (including, without limitation, Section 409A of the shares be and are freely marketable. The Code).
(f) Except in the event of termination of employment as a result of death, the Company’s provision of the payments and benefits described in Section 6(a), (b), (dSections 2(a) and (ethrough 2(e) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company Company, its parent, and affiliates in a form to be provided by the Company (the “Release Agreement”) and, notwithstanding the foregoing, no such payments or benefits shall be made prior to the first payroll date occurring on or after the 30th day following the Termination Date (the “First Payment Date”). The lump sum payment You will have at least twenty-one (21) days following your receipt of the Release Agreement to consider whether or not to accept it. If the Release Agreement is signed and delivered by you to the Company, you will have seven (7) days from the date of delivery to revoke your acceptance of such agreement (the “Revocation Period”). Any installment described in Section 6(a2(a) above or (c) that would otherwise have been paid prior to the First Payment Date, but for this Section 2(f) shall instead be made after paid on the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in First Payment Date, subject to Section 3. If you do not timely execute or subsequently revoke the Release Agreement, then you shall not be entitled to any compensation or benefits pursuant to Sections 2(a) through (c) and shall forfeit all equity awards and shares received in respect thereof (and proceeds received in respect of sale of such shares) that you would not otherwise have retained or received but for Sections 2(d) or 2(e). The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 2.
(g) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will have ten thirty (1030) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason.
Appears in 1 contract
Termination and Eligibility for Severance. If You will be eligible to receive the termination and severance benefits set forth in this Section 8 unless your employment with the Company is terminated by the Company without for Cause (as defined below) or you terminate your resign from employment with the Company other than for Good Reason (as defined below), .
(a) In the event the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability (as defined below), or you terminate your employment for Good Reason, and subject to your execution of a comprehensive release as set forth in Section 8(c) below, you (or your estate or your successors and assigns, as the case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to the sum of one (1) times your then annual base salary Base Salary payable at the time of termination, unless the termination follows an Acquisition, in which case you will receive one and one half (1.5) times your then target annual bonus, less applicable state and federal withholdingsBase Salary;
(bii) one (1) times your then Target Bonus payable in a lump sum at the time of termination, unless the termination follows an Acquisition, in which case you will receive one and one half (1.5) times your then Target Bonus;
(iii) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(dv) any stock options granted to you by the Company to purchase the Company’s common stock Options that are unvested as of the termination date and that would vest during the twelve eighteen (1218) months following your termination will accelerate and immediately vest and become exercisable upon termination, in accordance with the terms of the applicable stock option agreement; provided that if your termination under this Section 8(a) occurs in contemplation of, upon or after an Acquisition, then all unvested Options at that time will fully accelerate and your stock options that are or become vested immediately vest on the termination date; and all Options vesting pursuant to this Section 8(a)(v) will remain outstanding and exercisable for the shorter of three (3) years following from your termination date or the original remaining life of the optionsOptions; and
(evi) any Restricted Shares granted to you by the Company that are unvested as of the termination date and that would vest during the eighteen (18) months following your termination will accelerate and immediately vest upon terminationtermination and such shares will be freely marketable; provided that if your termination under this Section 8(a) occurs in contemplation of, upon or after an Acquisition, then all unvested Restricted Shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(b) If the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability, or you terminate your employment for Good Reason, and any and all restrictions such termination occurs during the Performance Period, 375,000 Performance Shares will vest as follows:
(i) 25% of such shares will vest immediately on the termination date; and
(ii) the remainder of such shares shall vest as Restricted Shares shall be terminated and any and all legends shall be removed so that pursuant to the shares be and are freely marketable. vesting schedule set forth in Section 8(a)(vi) above.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d8(a) and (eand/or Section 8(b) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within fifty-two (52) days following the termination of your employment. The lump sum payment described in Section 6(a8(a) above shall will be made on or about the sixtieth (60th) day following the termination of your employment, after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 8.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If your employment with the Company is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company for Good Reason (as defined below), the Company will provide you the following severance and related post-termination benefits:
(a) a lump sum payment equal to the sum of your then annual base salary and your then target annual bonus, less applicable state and federal withholdings;
(b) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(e) any Restricted Shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(a11(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within fifty-two (52) days following the termination of your employment. The lump sum payment described in Section 6(a11(a) above shall be made on the sixtieth (60) day following the termination of your employment, after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 611. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If Upon any termination of your employment (the “Date of Termination”), you will be paid (i) any and all earned and unpaid portion of your Base Salary through the Date of Termination; (ii) any accrued but unused vacation pay owed to you in accordance with Company practices up to and including the Date of Termination; and (iii) any allowable and unreimbursed business expenses incurred through the Date of Termination that are supported by appropriate documentation in accordance with the Company is terminated by Company’s policies. Hereafter, items (i) through (iii) in this Section 10 are referred to as “Accrued Benefits.” If the Company without terminates your employment for Cause (as defined below) or you terminate your employment with the Company for without Good Reason (as defined below), you will be entitled to receive only the Accrued Benefits. In the event of an Acquisition, (i) 50% of all unvested options will vest immediately upon the date of Acquisition, and the remaining unvested options will continue to vest according to their terms; (ii) if such Acquisition occurs during the performance period, any unvested performance shares will vest as follows: (y) 50% of such will vest immediately upon the date of Acquisition and (z) subject to your continued employment with the Company or a successor entity, 16.667% of such shares will vest on each of the first, second and third anniversaries of the date of Acquisition; and (iii) if such Acquisition occurs after the performance period, 50% of all unvested restricted shares will vest immediately upon the date of Acquisition and the remaining unvested restricted shares will continue to vest according to their terms. If the Company terminates your employment without Cause or if you terminate your employment with Good Reason (as defined below) and, in either case, subject to the additional conditions of this Agreement, the Company will provide you the following severance and related post-termination benefits:
(a) a lump sum payment equal The Company will continue to the sum of pay your then annual base salary and your then target annual bonusthen-current Base Salary, less applicable state and federal withholdings, in accordance with the Company’s usual payroll practices, for a period of twelve (12) months following the Date of Termination; unless the termination follows an Acquisition, in which case the Company will pay you your then-current Base Salary, less applicable state and federal withholdings, in accordance with the Company’s usual payroll practices, for a period of eighteen (18) months;
(b) continuation The Company will pay your then-current annual Target Bonus at 100% of target, less applicable state and federal withholdings, in a lump sum in accordance with Section 10(f) below, unless the termination follows an Acquisition, in which case such payment will be 150% of your then-current annual Target Bonus at target;
(c) The Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
; unless the termination follows an Acquisition, in which case the Company with continue to pay such premiums for you and your dependents for an eighteen (c18) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at month period following the time termination of terminationyour employment;
(d) any stock Any options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and that would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, in accordance with the terms of the applicable stock option agreement; provided that if your termination occurs in contemplation of, upon or after an Acquisition, then all unvested options at that time will fully accelerate and your stock immediately vest on the Date of Termination; and all options that are or become vested vesting pursuant to this Section 10(d) will remain outstanding and exercisable for the shorter of three (3) years following your termination date from the Date of Termination or the original remaining life of the options; and;
(e) any Restricted Shares granted to you by the Company Any restricted shares that are unvested as of the termination date and that would vest during the twelve (12) months following your termination will accelerate and immediately vest upon terminationtermination and such shares will be freely marketable; provided that if your termination occurs in contemplation of, upon or after an Acquisition, then all unvested restricted shares at that time will fully accelerate, immediately vest upon termination and be freely marketable; and
(f) If the Company terminates your employment for any reason other than Cause, or your employment terminates due to your death or Disability, and such termination occurs during the performance period, any unvested performance shares that were granted to you will vest as follows: (i) 25% of such shares will vest immediately on the termination date; and all restrictions on (ii) the remainder of such Restricted Shares shall be terminated and any and all legends shall be removed so that shares will vest as restricted shares pursuant to the shares be and are freely marketable. vesting schedule set forth in Section 10(e) above.
(g) The Company’s provision of the benefits described in Section 6(a), (b), (dSections 10(a) and (ethrough 10(f) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”). You will have twenty-one (21) days following your receipt of the Release Agreement to consider whether or not to accept it. If the Release Agreement is signed and delivered by you to the Company, you will have seven (7) days from the date of delivery to revoke your acceptance of such agreement. The lump sum payment payments described in Section 6(aSections 10(a) and 10(b) above shall be made after on the Company’s receipt regular payroll schedule, commencing on the eighth (8th) day following the delivery of the executed Release Agreement and to the expiration of any revocation period described in Company, provided that you have not revoked the Release Agreement; the payment described in Section 10(b) above shall made simultaneously with the first payment made pursuant to Section 10(a). The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 10.
(h) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If your employment with the Company is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company for Good Reason (as defined below), the Company will provide you the following severance and related post-termination benefits:
(a) a lump sum payment equal to the sum of six-months of your then annual base salary and 50% of your then target annual bonus, less applicable state and federal withholdings;
(b) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve six (126) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve six (126) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(e) any Restricted Shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(a11(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within fifty-two (52) days following the termination of your employment. The lump sum payment described in Section 6(a11(a) above shall be made on the sixtieth (60) day following the termination of your employment, after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 611. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If your employment with the Company is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company for Good Reason (as defined below), the Company will provide you the following severance and related post-termination benefits:
(a) a lump sum payment equal to the sum of your then annual base salary and your then target annual bonus, less applicable state and federal withholdings; provided, however, if such termination occurs in contemplation of, upon or after an Acquisition, the Company will provide you a single lump sum equal to (i) eighteen (18) months of your then-current base salary and (ii) your then-current target annual bonus at 150% of target, less applicable state and federal withholdings;
(b) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, however, if such termination occurs in contemplation of, upon or after an Acquisition, the Company will provide you continuation of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the eighteen (18) month period following the termination of your employment; but provided further, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(e) any Restricted Shares restricted shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares restricted shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(aSections 7(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within twenty-one (21) days following the termination of your employment. The lump sum payment payments described in Section 6(a7(a) above shall be made on the eighth (8th) day following the termination of your employment, after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 67. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If Upon any termination of your employment (the “Date of Termination”), you will be paid (i) any and all earned and unpaid portion of your Base Salary through the Date of Termination; (ii) any accrued but unused vacation pay owed to you in accordance with Company practices up to and including the Date of Termination; and (iii) any allowable and unreimbursed business expense incurred through the Date of Termination that are supported by appropriate documentation in accordance with the Company is terminated by Company’s policies. Hereafter, items (i) through (iii) in this Section 8 are referred to as “Accrued Benefits.” If the Company without terminates your employment for Cause (as defined below) or you terminate your employment with the Company for without Good Reason (as defined below), you will be entitled to receive only the Accrued Benefits. If the Company terminates your employment without Cause, your employment terminates due to your death or Disability (as defined below), or you terminate your employment with Good Reason, then subject to the additional conditions of this Agreement, the Company will provide you (or your estate or successors or assigns, as the case may be) with the following severance and related post-termination benefits, to which you otherwise would not be entitled:
(a) The Company will pay you a lump sum payment equal to the sum (i) twelve (12) months of your then annual base salary then-current Base Salary payable at the time of termination and (ii) 100% of your then target annual bonusthen-current Target Bonus; provided, less applicable state however, that if your termination occurs in contemplation of, upon or after an Acquisition, the Company will pay you a lump sum payment equal to (y) eighteen (18) months of your then-current Base Salary payable at the time of termination and federal withholdings;(z) 150% of your then-current Target Bonus.
(b) continuation of payment of The Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if your termination occurs in contemplation of, upon or after an Acquisition, the Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the eighteen (18) month period following the termination of your employment. In any case, if, immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;.
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock Any options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date Date of Termination and would vest during have vested in the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date Date of Termination or the original remaining life of the such options; andprovided that if your termination occurs in contemplation of, upon or after an Acquisition, then all unvested options at that time will accelerate and immediately vest and become exercisable.
(ed) any Restricted Shares Any restricted shares granted to you by the Company that are unvested as of the Date of Termination and that would vest during the twelve (12) months following your termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall shares will be terminated and any and all legends shall be removed so that the shares be and are freely marketable. ; provided that if your termination occurs in contemplation of, upon or after an Acquisition, then all of your unvested restricted shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(e) The Company’s provision of the benefits described in Section 6(a8(a), (b), (dc) and (ed) above shall be contingent upon (y) your execution and delivery of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), and on such Release Agreement becoming effective as a matter of law; and (z) your compliance and continuing compliance with the covenants in your Confidentiality Agreement. The lump sum payment described in Section 6(a8(a) above shall be made after promptly following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 8.
(f) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date Date of terminationTermination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date Date of terminationTermination. If you seek to terminate your employment for Good Reason, you must provide the Company with written notification specifying the basis for your claim of Good Reason, and the Company shall have ten (10) business days following its receipt of written such notice of termination to cure the circumstance giving rise to Good Reason.
(g) All payments described above shall be made less applicable local, state and federal withholdings.
Appears in 1 contract
Termination and Eligibility for Severance. If You will be eligible to receive the termination and severance benefits set forth in this Section 8 unless your employment with the Company is terminated by the Company without for Cause (as defined below) or you terminate your resign from employment with the Company other than for Good Reason (as defined below), .
(a) In the event the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability (as defined below), or you terminate your employment for Good Reason, and subject to your execution of a comprehensive release as set forth in Section 8(c) below, you (or your estate or your successors and assigns, as the case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal The Company will continue to the sum of pay your then annual base salary and your then target annual bonusthen-current Base Salary, less applicable state and federal withholdings, in accordance with the Company’s usual payroll practices, for a period of twelve (12) months following the Date of Termination;
(bii) continuation The Company will pay your then-current annual Target Bonus at 100% of payment of target, less applicable state and federal withholdings, in a lump sum in accordance with Section 8(c) below;
(iii) The Company will continue to pay the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) any Any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(dv) any stock options granted to you by the Company to purchase the Company’s common stock Any Options that are unvested as of the termination date and that would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, in accordance with the terms of the applicable stock option agreement; provided that if your termination under this Section 8(a) occurs in contemplation of, upon or after an Acquisition, then all unvested Options at that time will fully accelerate and your stock options that are or become vested immediately vest on the termination date; and all Options vesting pursuant to this Section 8(a)(v) will remain outstanding and exercisable for the shorter of three (3) years following from your termination date or the original remaining life of the optionsOptions; and
(evi) any Any Restricted Shares granted to you by the Company that are unvested as of the termination date and that would vest during the twelve (12) months following your termination will accelerate and immediately vest upon terminationtermination and such shares will be freely marketable; provided that if your termination under this Section 8(a) occurs in contemplation of, upon or after an Acquisition, then all unvested Restricted Shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(b) If the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability, or you terminate your employment for Good Reason, and any and all restrictions such termination occurs during the Performance Period, 250,000 Performance Shares will vest as follows:
(i) 25% of such shares will vest immediately on the termination date; and
(ii) the remainder of such shares shall vest as Restricted Shares shall be terminated and any and all legends shall be removed so that pursuant to the shares be and are freely marketable. vesting schedule set forth in Section 8(a)(vi) above.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d8(a) and (eand/or Section 8(b) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”). You will have twenty-one (21) days following your receipt of the Release Agreement to consider whether or not to accept it. If the Release Agreement is signed and delivered by you to the Company, you will have seven (7) days from the date of delivery to revoke your acceptance of such agreement. The lump sum payment payments described in Section 6(a8(a)(i) above shall be made after on the Company’s receipt regular payroll schedule, commencing on the eighth (8th) day following the delivery of the executed Release Agreement and to the expiration of any revocation period described in Company, provided that you have not revoked the Release Agreement; the payment described in Section 8(a) (ii) above shall made simultaneously with the first payment made pursuant to Section 8(a)(i). The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 8.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If You will be eligible to receive the termination and severance benefits set forth in this Section 4 unless your employment with the Company is terminated by the Company without for Cause (as defined below).
(a) or you terminate In the event the Company terminates your employment with the Company for Good Reason any reason other than Cause or your employment terminates due to your death or Disability (as defined below), and subject to your execution of a comprehensive release as set forth in Section 4(b) below, you (or your estate or your successors and assigns, as the Company case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal The Company will continue to the sum of pay your then annual base salary and your then target annual bonusthen-current Base Salary, less applicable state and federal withholdings, in accordance with the Company’s usual payroll practices, for a period of twelve (12) months following the Date of Termination;
(bii) continuation The Company will pay your then-current annual Target Bonus at 100% of payment of target, less applicable state and federal withholdings, in a lump sum in accordance with Section 4(b) below;
(iii) The Company will continue to pay the Company’s share of medical, dental and vision insurance premiums (if elected) for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) any Any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(dv) any stock Any options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and that would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, in accordance with the terms of the applicable stock option agreement; provided that if your termination under this Section 4(a) occurs in contemplation of, upon or after an Acquisition, then all unvested options at that time will fully accelerate and your stock immediately vest on the termination date; and all options that are or become vested vesting pursuant to this Section 4(a)(v) will remain outstanding and exercisable for the shorter of three (3) years following from your termination date or the original remaining life of the options; and
(evi) any Restricted Shares granted to you by the Company Any restricted shares that are unvested as of the termination date and that would vest during the twelve (12) months following your termination will accelerate and immediately vest upon termination, termination and any and all restrictions on such Restricted Shares shall shares will be terminated and any and all legends shall be removed so that the shares be and are freely marketable. ; provided that if your termination under this Section 4(a) occurs in contemplation of, upon or after an Acquisition, then all unvested restricted shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(b) The Company’s provision of the benefits described in Section 6(a), (b), (d) and (e4(a) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”). You will have twenty-one (21) days following your receipt of the Release Agreement to consider whether or not to accept it. If the Release Agreement is signed and delivered by you to the Company, you will have seven (7) days from the date of delivery to revoke your acceptance of such agreement. The lump sum payment payments described in Section 6(a4(a)(i) above shall be made after on the Company’s receipt regular payroll schedule, commencing on the eighth (8th) day following the delivery of the executed Release Agreement and to the expiration of any revocation period described in Company, provided that you have not revoked the Release Agreement; the payment described in Section 4(a)(ii) above shall be made simultaneously with the first payment made pursuant to Section 4(a)(i). The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 4.
(c) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If Upon a termination for Cause by the Company, you seek will be entitled to terminate your employment for Good Reason, accrued but unpaid Base Salary and benefits through the Company shall have ten (10) business days following its receipt of written notice date of termination to cure the circumstance giving rise to Good Reasononly.
Appears in 1 contract
Termination and Eligibility for Severance. If your employment with the Company is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company for Good Reason (as defined below), the Company will provide you the following severance and related post-termination benefits:
(a) a lump sum payment equal to the sum of your then annual base salary and your then target annual bonus, less applicable state and federal withholdings;
(b) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(e) any Restricted Shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”“). The lump sum payment described in Section 6(a) above shall be made after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason.
Appears in 1 contract
Samples: Executive Severance and Arbitration Agreement (Sonus Networks Inc)
Termination and Eligibility for Severance. If You will be eligible to receive the applicable termination and severance benefits set forth in this Section 7, unless your employment with the Company is terminated by the Company without for Cause or you resign from employment other than for Good Reason.
(a) In the event the Company terminates your employment for any reason other than Cause (as defined below) which shall not include termination of your employment due to your death or Disability), or you terminate your employment with the Company for Good Reason (as defined belowregardless of a Change in Control) in accordance with Section 7(d), and subject to your execution of a comprehensive release of claims as set forth in Section 7(c) below, you (or your estate or your successors and assigns, as the Company case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to one and one half (1.5) times your then Annual Salary payable at the sum time of termination (“Separation Date”), unless the termination of your then annual base salary and employment occurs within twelve months following a Change of Control, in which case you will receive the benefits under your then target annual bonus, less applicable state and federal withholdingsRetention Agreement;
(bii) subject to Section 7(e)(ii) and provided that you are eligible for and elect continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), payment by the Company of the Company’s its share of medical, dental and vision insurance premiums under COBRA for you and your dependents for the twelve (12) month period following the Separation Date or such lesser period as you remain eligible under COBRA, unless the termination of your employmentemployment occurs within twelve months following a Change of Control, in which case you will receive the benefits under your Retention Agreement; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) subject to Section 8, any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(ev) an additional one and one half (1.5) years of time-based vesting on any Restricted Shares granted unvested options, restricted stock and restricted stock units as of the Separation Date; provided that if your termination of employment under this Section 7(a) occurs upon or following a Change of Control, then Section 3(c) above shall apply. For the purposes hereof, any equity with performance based vesting will not be accelerated in accordance with the above additional vesting parameters to the extent the performance metrics have not been achieved as of the date of termination.
(b) In the event that your employment terminates due to your death or Disability, and subject to execution of a comprehensive release of claims as set forth in Section 7(c) below by you or your legal representative, you (or your estate or your successors and assigns, as the case may be) will be eligible to receive the following severance and related post-termination benefits:
(i) subject to Section 7(e)(ii) and provided that you are eligible for and elect continuation coverage under COBRA, payment by the Company of its share of medical, dental and vision insurance premiums under COBRA for you and your dependents for the eighteen (18) month period following your Separation Date or such lesser period as you remain eligible under COBRA; provided, that are if immediately prior to the date of your death or Disability you were required to contribute towards the cost of premiums as a condition of receiving such insurance, you shall be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the date of your death or Disability in order to receive such continued insurance coverage; and
(ii) One hundred percent (100%) of all performance and time-based unvested as of the termination date options, restricted stock and restricted stock units will accelerate and immediately vest upon terminationyour Separation Date and will be delivered to you or your estate, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. as applicable.
(c) The Company’s provision of the benefits described in Section 6(a), (b), (d7(a) and (e7(b) above shall will be contingent upon execution by you or your execution legal representative of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within twenty-one (21) days following the termination of your employment. The lump sum payment described in Section 6(a7(a) above shall will be made after on the eighth (8th) day following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 7.
(d) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will then have ten (10) business days following its receipt of such written notice of termination to cure the circumstance circumstances giving rise to Good Reason. Upon a termination of your employment for Cause by the Company or upon your resignation from employment without Good Reason, you will be entitled to accrued but unpaid base salary and benefits through the date of termination only and shall not be entitled to any of the termination and severance benefits described in Sections 7(a) or 7(b).
Appears in 1 contract
Samples: Employment Agreement (Marchex Inc)
Termination and Eligibility for Severance. If You shall be eligible to receive the termination and severance benefits as set forth in this paragraph 8. You shall not be eligible to receive the severance payments and benefits described in this Section in the event that your employment with the Company is terminated by the Company without for Cause (as defined below) or you resign from employment other than for Good Reason (as defined below).
(a) In the event the Company terminates your employment for any reason other than Cause (as defined below) or your employment terminates due to your death or disability or you terminate your employment with the Company for Good Reason (as defined below), and subject to your full execution without revocation of a comprehensive severance agreement and release of claims against the Company in a form and scope acceptable to the Company, you (or your estate or your successors and assigns, as the case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(ai) a lump sum payment equal to the sum of one and one half (1.5) times your then annual base salary and your then target annual bonus, less applicable state and federal withholdingspayable at the time of termination;
(bii) One and one half (1.5) times your then Target Bonus payable in a lump sum at the time of termination, unless the termination follows an Acquisition in which case you will receive two and a half (2.5) times your then Target Bonus;
(iii) health benefits continuation of payment of at the Companycompany’s share of medical, dental and vision insurance premiums for you and your dependents expense for the twelve (12) 18 month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(civ) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of terminationpay;
(dv) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during over the twelve twenty four (1224) months following your termination will accelerate and immediately vest upon termination in accordance with the terms of the applicable stock option agreements; provided that, if your termination under this Section 8(a) occurs prior to January 15, 2009, then any unvested options at that time will fully accelerate and become exercisable immediately vest. Your stock options, upon terminationvesting, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three five (35) years following from your termination separation date or the original remaining life of the optionsoption(s); and
(evi) any Restricted Shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon terminationtermination in accordance with the terms of the applicable Restricted Stock agreements, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”). The lump sum payment described in Section 6(a) above shall be made after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason.
Appears in 1 contract
Termination and Eligibility for Severance. If You will be eligible to receive the termination and severance benefits set forth in this Section 7 unless your employment with the Company is terminated by the Company without for Cause (as defined below) or you terminate your resign from employment with the Company other than for Good Reason (as defined below), .
(a) In the event the Company terminates your employment for any reason other than Cause, your employment terminates due to your death or Disability (as defined below), or you terminate your employment for Good Reason, and subject to your execution of a comprehensive release as set forth in Section 7(b) below, you (or your estate or your successors and assigns, as the case may be) will provide you be eligible to receive the following severance and related post-termination benefits:
(a) i. a lump sum payment equal to the sum of one and one half (1.5) times your then annual base salary and Base Salary payable at the time of termination, unless the termination follows an Acquisition, in which case you will receive two (2) times your then target annual bonus, less applicable state and federal withholdingsBase Salary;
ii. one and one half (b1.5) times your then Target Bonus payable in a lump sum at the time of termination, unless the termination follows an Acquisition, in which case you will receive two (2) times your then Target Bonus;
iii. continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve eighteen (1218) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c) iv. any allowable unreimbursed expenses and expenses, any accrued but unused vacation pay pay, and any earned but unpaid bonus amounts owing to you at the time of termination;
(d) v. any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and that would vest during the twelve twenty-four (1224) months following your termination will accelerate and immediately vest and become exercisable upon termination, in accordance with the terms of the applicable stock option agreement; provided that if your termination under this Section 7(a) occurs in contemplation of, upon or after an Acquisition, then all unvested options at that time will fully accelerate and your stock immediately vest on the termination date;
vi. all options that are or become vested as of the termination date, including those options subject to accelerated vesting pursuant to Section 7(a)(v) above, will remain outstanding and exercisable for the shorter of three five (35) years following from your termination date or the original remaining life of such options;
vii. any restricted shares that are unvested as of the optionstermination date and that would vest during the twenty-four (24) months following your termination will accelerate and immediately vest upon termination and such shares will be freely marketable; provided that if your termination under this Section 7(a) occurs in contemplation of, upon or after an Acquisition, then all unvested restricted shares at that time will fully accelerate, immediately vest upon termination and be freely marketable; and
(e) viii. any Restricted Shares granted to you by the Company performance shares that are unvested as of the termination date will be treated as follows: Any remaining performance criteria will be deemed to have been met, and all shares that would subsequently time vest during the twenty-four (24) months following your termination will accelerate and immediately vest upon termination, termination and any and all restrictions on such Restricted Shares shall shares will be terminated and any and all legends shall be removed so that the shares be and are freely marketable. ; provided that if your termination under this Section 7(a) occurs in contemplation of, upon or after an Acquisition, then all unvested performance shares at that time will fully accelerate, immediately vest upon termination and be freely marketable.
(b) The Company’s provision of the benefits described in Section 6(a), (b), (d) and (e7(a) above shall will be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within twenty-one (21) days following the termination of your employment. The lump sum payment described in Section 6(a7(a) above shall will be made after on the eighth (8th) day following the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall will have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 6. 7.
(c) The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination, specifying the basis for your claim of Good Reason. If you seek to terminate your employment for Good Reason, the Company shall will have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason. Upon a termination for Cause by the Company or upon a termination without Good Reason, you will be entitled to accrued but unpaid Base Salary and benefits through the date of termination only.
Appears in 1 contract
Termination and Eligibility for Severance. If your employment with the Company is terminated by the Company without Cause (as defined below) or you terminate your employment with the Company for Good Reason (as defined below), the Company will provide you the following severance and related post-termination benefits:
(a) a lump sum payment equal to the sum of your then annual base salary and your then target annual bonus, less applicable state and federal withholdings;
(b) continuation of payment of the Company’s share of medical, dental and vision insurance premiums for you and your dependents for the twelve (12) month period following the termination of your employment; provided, that if immediately prior to the termination of your employment you were required to contribute towards the cost of such premiums as a condition of receiving such insurance, you may be required to continue contributing towards the cost of such premiums under the same terms and conditions as applied to you and your dependents immediately prior to the termination of your employment in order to receive such continued insurance coverage;
(c) any allowable unreimbursed expenses and any accrued but unused vacation pay owing to you at the time of termination;
(d) any stock options granted to you by the Company to purchase the Company’s common stock that are unvested as of the termination date and would vest during the twelve (12) months following your termination will accelerate and immediately vest and become exercisable upon termination, and your stock options that are or become vested will remain outstanding and exercisable for the shorter of three (3) years following your termination date or the original remaining life of the options; and
(e) any Restricted Shares granted to you by the Company that are unvested as of the termination date will accelerate and immediately vest upon termination, and any and all restrictions on such Restricted Shares shall be terminated and any and all legends shall be removed so that the shares be and are freely marketable. The Company’s provision of the benefits described in Section 6(a11(a), (b), (d) and (e) above shall be contingent upon your execution of a release of all claims of any kind or nature in favor of the Company in a form to be provided by the Company (the “Release Agreement”), which Release Agreement must be delivered to the Company within fifty-two (52) days following the termination of your employment. The lump sum payment described in Section 6(a11(a) above shall be made on the sixtieth (60) day following the termination of your employment, after the Company’s receipt of the executed Release Agreement and the expiration of any revocation period described in the Release Agreement. The Company shall have no further obligation to you in the event your employment with the Company terminates at any time, other than those obligations specifically set forth in this Section 611. The Company may terminate your employment at any time with or without Cause by written notice to you specifying the date of termination. You may terminate your employment with or without Good Reason by providing written notice to the Company at least thirty (30) days prior to the date of termination. If you seek to terminate your employment for Good Reason, the Company shall have ten (10) business days following its receipt of written notice of termination to cure the circumstance giving rise to Good Reason.
Appears in 1 contract
