Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and (ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 6 contracts
Samples: Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s their employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the their Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of one times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 5 contracts
Samples: Employment Agreement (Bluebird Bio, Inc.), Employment Agreement (Bluebird Bio, Inc.), Employment Agreement (Bluebird Bio, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d)Cause, or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Executive in addition to the Accrued Benefit. In additionObligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and ReleaseRelease Agreement”) and the Separation Release Agreement and Release becoming fully effective, all irrevocable within the time frame period set forth in the Separation Agreement Release Agreement, and Release but in no event more longer than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine 9 months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 9 months (the “Severance Period”) commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.
Appears in 4 contracts
Samples: Employment Agreement (Carbon Black, Inc.), Employment Agreement (Carbon Black, Inc.), Employment Agreement (Carbon Black, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation and general release agreement in substantially a form and manner satisfactory to the form attached hereto as Exhibit A Company (the “Separation Agreement and ReleaseGeneral Release Agreement”) and ), the Separation and General Release Agreement becoming irrevocable and Release becoming fully effective, all within the time frame set forth in the Separation and General Release Agreement and Release (but in no event more later than 60 sixty (60) days after the Date of Termination), and the Executive not breaching any of his post-employment contractual obligations to the Company:
(i) the Company shall pay the Executive an amount equal to nine 12 months of the Executive’s then current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceaseSalary; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the earlier of (i) 12 months following the Date of Termination, (ii) the end of the Executive’s COBRA health continuation period or (iii) the date the Executive becomes eligible for a period of nine months. For health insurance coverage in connection with new employment or self-employment (and the avoidance of doubt, the taxable payments described above may be used Executive’s eligibility for any purposesuch benefits shall be promptly reported by the Executive to the Company), including, but not limited to, continuation coverage under COBRA; andin an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 sixty (60) days after the Date of Termination; provided, however, that if the 60-day sixty (60)-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, severance amount shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day sixty (60)-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).; and
Appears in 4 contracts
Samples: Employment Agreement (Deciphera Pharmaceuticals, Inc.), Employment Agreement (Deciphera Pharmaceuticals, Inc.), Employment Agreement (Deciphera Pharmaceuticals, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months to: (A) the sum of (1) the Executive’s then current Base Salary plus (2) the Executive’s target annual incentive compensation for the then-current year (the “Severance Cash Severance”); and (B) a pro-rated portion of the annual incentive compensation based on actual achievement of performance objectives for the year of termination which shall be pro-rated based upon the number of days in the year of termination through the Date of Termination relative to 365 (less any amounts previously paid) (the “Incentive Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidentiality Agreement (as defined below), all payments of each of the Cash Severance and Incentive Amount shall immediately cease; and
(ii) if upon the Date of Termination, all stock options and other stock-based awards that are subject to time-based vesting in which the Executive properly elects to receive benefits under would have vested if he had remained employed for an additional 12 months following the Consolidated Omnibus Budget Reconciliation Act Date of 1985, Termination shall vest and become exercisable or nonforfeitable as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, however that accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the award agreement governing a particular equity award; and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company (the “COBRA Amount”); and
(iiiiv) the amounts payable under Section 4(b)(i) Cash Severance and (ii), to the extent taxable, COBRA Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Cash Severance and the COBRA Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement The Incentive Amount shall be paid at the same time such annual incentive compensation is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)otherwise paid by the Company.
Appears in 4 contracts
Samples: Employment Agreement (Trade Desk, Inc.), Employment Agreement (Trade Desk, Inc.), Employment Agreement (Trade Desk, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive severance pay in an amount equal to nine months 75 percent of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 9 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 9 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Separation Agreement and Release and the Employee Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches either such agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to this Section 4 without affecting the Executive’s release or Executive’s obligations under the Employee Agreement and the Separation Agreement and Release.
Appears in 4 contracts
Samples: Employment Agreement (Globoforce LTD), Employment Agreement (Globoforce LTD), Employment Agreement (Globoforce LTD)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially a form and manner satisfactory to the form attached hereto Company containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property, non-disparagement, a reaffirmation of all of the Executive’s Continuing Obligations (as Exhibit A defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition provision, (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within 60 days after the Date of Termination (or such shorter period as the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Release):
(i) the Company shall pay the Executive an amount equal to nine months of one times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding ; provided that in the foregoing, if event the Executive breaches is entitled to any of the provisions contained in payments pursuant to the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceasereceived in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 4 contracts
Samples: Employment Agreement (2seventy Bio, Inc.), Employment Agreement (2seventy Bio, Inc.), Employment Agreement (2seventy Bio, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the TermEmployment Period, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his or her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his or her Accrued BenefitBenefits. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 fifty-two (52) days after of the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (a) one hundred percent (100%) of the Executive’s then effective Base Salary and (b) a pro rata portion of the Executive’s then effective Performance Bonus Target (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the Executive’s then effective Performance Bonus Target) (the “Severance Amount”).
(ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above;
(iii) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) twelve (12) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Executive as of the Date of Termination as set forth in the Company’s health care plan. The Executive shall be responsible for applying for the COBRA eligible health care insurance benefit, paying for the same and submitting evidence of such premium costs to the Company for reimbursement during the COBRA Benefit Period. The Company shall reimburse the Executive for the employer’s portion of such premiums (as applicable to the active rate) within 15 days of receipt of evidence of the payment of the premium costs to the Company. Notwithstanding the foregoing, if the Executive breaches any Company determines, in its sole discretion, that such reimbursement of the provisions contained premiums would result in the Restrictive Covenants Agreement, all payments a violation of the Severance Amount shall immediately cease; and
(iinondiscrimination rules of Section 105(h)(2) if of the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of reimbursing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of such period, a fully taxable cash payment equal to the premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Payment”), nine months of COBRA premiums for the remainder of such period. The Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, includingmay, but is not limited obligated to, continuation coverage under COBRA; and
(iii) use such Special Severance Payment toward the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date cost of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).premiums;
Appears in 4 contracts
Samples: Executive Agreement (Aspen Aerogels Inc), Executive Agreement (Aspen Aerogels Inc), Executive Agreement (Aspen Aerogels Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement in substantially a form and manner satisfactory to the form attached hereto Company, which shall contain, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of all of the Executive’s Continuing Obligations (as Exhibit A defined below) (the “Separation Agreement and Release”) and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(i) the Company shall pay the Executive an amount equal to nine twelve (12) months of the Executive’s then current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceaseSalary; and
(ii) the Company shall pay the Executive a pro-rata amount of the Executive’s Target Bonus based on the performance of the Company and consistent with bonuses paid to other Company executives, both as determined by the Board in its reasonable good faith discretion; and
(iii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine monthstwelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage The amounts payable under COBRA; and
Sections 5(b)(i) and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount such payments, to the extent it qualifies they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The amount payable under Section 4(b)(ii) shall be paid on the date bonuses are paid to the Company’s other executives but no later than March 15 following the year in which the Date of Termination occurs. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement or the Restrictive Covenants Agreements (as defined below), all payments under this Section 5(b) shall immediately cease.
Appears in 4 contracts
Samples: Employment Agreement (Karuna Therapeutics, Inc.), Employment Agreement (Karuna Therapeutics, Inc.), Employment Agreement (Karuna Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) if notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, the portion of the stock options and other stock-based awards held by the Executive properly elects to receive benefits under that would have vested in the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months following the termination of COBRA premiums for the Executive and the Executive’s eligible dependents at employment (the Company’s normal rate of contribution for employees for “Vesting Period”) had the Executive’s coverage at Executive remained employed by the level in effect Company during the Vesting Period shall immediately prior to accelerate and become fully exercisable and non-forfeitable on the Date of Termination; provided, however, ;
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(v) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Invention and Nondisclosure Agreement and Noncompetition and Non-Solicitation Agreement previously entered into between the Executive and the Company, the terms of which are hereby incorporated by reference. In the event Executive breaches Invention and Nondisclosure Agreement and Noncompetition and Non-Solicitation Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 4 contracts
Samples: Employment Agreement (rEVO Biologics, Inc.), Employment Agreement (rEVO Biologics, Inc.), Employment Agreement (rEVO Biologics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and mutual non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive a lump sum in cash in an amount equal to nine 9 months of the Executive’s current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceaseSalary; and
(ii) if upon the Date of Termination, all stock options and other stock-based awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive would have vested if he had remained employed for an additional 9 months following the Date of Termination shall vest and the Executive’s eligible dependents at the Company’s normal rate become exercisable or nonforfeitable as of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 9 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the The amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, such payments shall begin be paid or commence to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Agreement, all payments under this Section 1.409A-2(b)(2)4(b) shall immediately cease.
Appears in 3 contracts
Samples: Employment Agreement (Unum Therapeutics Inc.), Employment Agreement (Unum Therapeutics, Inc.), Employment Agreement (Unum Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the TermExcept as provided in Section 1(b), if during the Employment Period the Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 3(e6(a), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i) a pro rata bonus for the year of termination but, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2015 Equity Incentive Plan), only to the extent performance goals for the calendar year of termination are achieved, payable at the same time bonuses are paid for such year but in no event later than March 15 of the fiscal year following his termination;
(ii) continued payment of his Base Salary, at the rate in effect on his last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of thirty six (36) months; provided, that if such termination is due to non-extension of the Initial Term of the Agreement by the Company or if such termination occurs during the Renewal Term, the period of continued payment of Base Salary shall pay be a period of twenty four (24) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive an amount equal to nine the Company;
(iii) continued payment by the Company for the Executive’s life and health insurance coverage for twenty four (24) months to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s Base Salary (employment and subject to the “Severance Amount”)eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the foregoing, (A) if any plan pursuant to which the Executive breaches any Company is providing such coverage is not, or ceases prior to the expiration of the provisions contained in period of continuation coverage to be, exempt from the Restrictive Covenants Agreement, all payments application of Section 409A of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”) (“Section 409A”) under Treasury Regulation Section 1.409A-1(a)(5), nine months of COBRA premiums for or (B) the Company is otherwise unable to continue to cover the Executive and under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the twenty-four (24) month period (or the remaining portion thereof);
(iv) payments equal to three (3) times the Executive’s eligible dependents at target annual bonus for the Company’s normal rate year of contribution termination and three (3) time the highest grant date fair value of annual equity awards made to the Executive during any of the three (3) preceding calendar years (the “annual equity award”) provided, that if such termination is due to non-extension of the Initial Term of the Agreement by the Company or if such termination occurs during the Renewal Term, payment shall equal two (2) times the target annual bonus for employees the year of termination and two (2) times the highest fair value of the annual equity award made to the Executive during the year of termination and any of the three (3) preceding calendar years or such shorter period during which the Executive was employed. The payments provided for in this paragraph (iv) shall be made in three equal installments on the first three anniversaries of the date of the Executive’s coverage at the level in effect immediately prior to the Date termination of Terminationemployment; provided, however, if termination is due to non-extension of the Initial Term of the Agreement by the Company determines that it cannot pay such amounts without potentially violating applicable law (includingor if the termination occurs during the Renewal Term, without limitation, Section 2716 payment shall be in two equal installments on the first two anniversaries of the Public Health Service Actdate of the Executive’s termination of employment), provided that .
(v) vesting as of the Executive is enrolled last day of his employment in the Company’s health care programs immediately prior to the Date any unvested portion of Termination, the Company will in lieu thereof provide any equity awards previously granted to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at by the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that the Company may, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2015 Equity Incentive Plan) with respect to awards the vesting of which is conditioned on the achievement of performance goals, condition accelerated vesting on the ultimate achievement of the performance goals, in which case such awards shall remain outstanding until certification of achievement of the performance goals, and such awards shall vest or be forfeited as of such certification date based on the level of achievement of the performance goals. None of the benefits described in this Section 6(c) (the “Severance Payment”) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within forty-five (45) days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, and its trustees, directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. Any payment conditioned on execution of the general release that was not made because the general release was not signed and had not become irrevocable shall be made within ten (10) days after the general release becomes irrevocable, provided that as to payments and benefits which are subject to Section 409A if the 60end of the forty-five (45) day plus seven (7) day revocation period begins in one calendar year and ends occurs in a second calendar yearyear subsequent to the year in which the termination of employment occurs, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to payments will be paid no earlier than the first Company payroll date made in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationsubsequent year. Each payment Any payments delayed pursuant to this Section 6(c) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement is intended to constitute a separate shall be paid or provided in accordance with the normal payment dates specified for purposes of Treasury Regulation Section 1.409A-2(b)(2)them herein.
Appears in 3 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter time period provided in the Separation Agreement and Release):
(i) the Company shall pay the Executive an amount equal to nine months of 1.25 times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) Reserved;
(iii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 15 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 15 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 3 contracts
Samples: Employment Agreement (Xeris Pharmaceuticals Inc), Employment Agreement (Xeris Pharmaceuticals Inc), Employment Agreement (Xeris Pharmaceuticals Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement in substantially a form and manner satisfactory to the form attached hereto Company, which shall contain, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of all of the Executive’s Continuing Obligations (as Exhibit A defined below) (the “Separation Agreement and Release”) and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(i) the Company shall pay the Executive an amount equal to nine (9) months of the Executive’s then current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceaseSalary; and
(ii) the Company shall pay the Executive a pro-rata amount of the Executive’s Target Bonus based on the performance of the Company and consistent with bonuses paid to other Company executives, both as determined by the Board in its reasonable good faith discretion; and
(iii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For (9) months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and The amounts payable under COBRA; and
Sections 5(b)(i) and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount such payments, to the extent it qualifies they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The amount payable under Section 4(b)(ii) shall be paid on the date bonuses are paid to the Company’s other executives but no later than March 15 following the year in which the Date of Termination occurs. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement or the Restrictive Covenants Agreements (as defined below), all payments under this Sections 5(b) shall immediately cease.
Appears in 3 contracts
Samples: Employment Agreement (Karuna Therapeutics, Inc.), Employment Agreement (Karuna Therapeutics, Inc.), Employment Agreement (Karuna Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially a form and manner satisfactory to the form attached hereto as Exhibit A Company which includes a general release of claims in favor of the Company and related persons and entities (the “Separation Agreement and Release”) and the Separation Agreement and such Release becoming fully effective, all irrevocable within the time frame period set forth in the Separation Agreement and Release such Release, but in no event more later than 60 days after following the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine twelve (12) months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, including without limitation the Restrictive Covenants Covenant Agreement incorporated by reference to Section 7 of this Agreement, in addition to all legal and equitable remedies, the Company shall have the right to cease payments of the Severance Amount shall immediately cease; andAmount;
(ii) if the Executive properly was participating in the Company’s group health plan immediately prior to the Date of Termination and elects to receive benefits continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if then the Company determines that it cannot shall pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly cash payment for twelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the portion monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. The Executive may continue to participate in COBRA benefits following the expiration of the COBRA premiums twelve (12) months, at his sole cost, provided that he remains eligible for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAsuch participation; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 3 contracts
Samples: Employment Agreement (Vericel Corp), Employment Agreement (Vericel Corp), Employment Agreement (Vericel Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During If the Term, if Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 3(e6(a), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i) a pro rata bonus for the year of termination but, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2011 Equity Incentive Plan), only to the extent performance goals for the calendar year of termination are achieved, payable at the same time bonuses are paid for such year but in no event later than March 15 of the fiscal year following his termination;
(ii) continued payment of his Base Salary, at the rate in effect on his last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of thirty six (36) months; provided, that if such termination is due to non-extension of the Initial Term of the Agreement by the Company, the period of continued payment of Base Salary shall be a period of twenty four (24) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company;
(iii) continued payment by the Company shall pay for the Executive an amount equal Executive’s life and health insurance coverage for twenty four (24) months to nine months the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s Base Salary (employment and subject to the “Severance Amount”)eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the foregoing, (A) if any plan pursuant to which the Executive breaches any Company is providing such coverage is not, or ceases prior to the expiration of the provisions contained in period of continuation coverage to be, exempt from the Restrictive Covenants Agreement, all payments application of Section 409A of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”) (“Section 409A”) under Treasury Regulation Section 1.409A-1(a)(5), nine months of COBRA premiums for or (B) the Company is otherwise unable to continue to cover the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level under its group health plans, then, in effect immediately prior to the Date of Termination; providedeither case, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for monthly plan premium payment shall thereafter be paid to the Executive and as currently taxable compensation in substantially equal monthly installments over the twenty-four (24) month period (or the remaining portion thereof);
(iv) payments equal to three (3) times the Executive’s eligible dependents target annual bonus for the year of termination and three (3) time the highest grant date fair value of annual equity awards made to continue the Executive’s group health coverage in effect on Executive during any of the Date three (3) preceding calendar years (or if the Executive has not been employed for three (3) prior calendar years, payment equal to three (3) times the greater of Termination at the fair value of equity awards for the year of termination or during any preceding calendar year)(the “annual equity award”) provided, that if such termination is due to non-extension of the Initial Term of the Agreement by the Company’s normal rate , payment shall equal two (2) times the target annual bonus for the year of contribution for employee coverage at termination and two (2) times the level in effect immediately prior highest fair value of the annual equity award made to the Date Executive during the year of Termination for a termination and any of the three (3) preceding calendar years or such shorter period of nine monthsduring which the Executive was employed. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out An equity award made in substantially equal installments in accordance connection with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date initial public offering of the Separation Agreement and Release andCompany common shares of beneficial interest will not be considered to be an annual equity award, in any case, within 60 days after the Date of Termination; provided, however, that if until the 60first annual equity award is made, an amount equal to one-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A quarter of the Code, equity award made in connection with the initial public offering shall begin be deemed to be paid no earlier than the annual equity award. The payments provided for in this paragraph (iv) shall be made in three equal installments on the first Company payroll three anniversaries of the date in of the second calendar year and, in any case, by Executive’s termination of employment.
(v) vesting as of the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive his employment in any unvested portion of any equity awards previously granted to the Executive by the Company. None of the benefits described in this Section 6(c) (the “Severance Payment”) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within forty-five (45) days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, and its trustees, directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. Any payment conditioned on execution of the general release that was not made because the general release was not signed and had not become irrevocable shall be made within ten (10) days after the general release becomes irrevocable, provided that as to payments and benefits which are subject to Section 409A if the end of the forty-five (45) day immediately following plus seven (7) day revocation period occurs in a year subsequent to the Date year in which the termination of Terminationemployment occurs, the payments will be made in the subsequent year. Each payment Any payments delayed pursuant to this Section 6(c) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement is intended to constitute a separate shall be paid or provided in accordance with the normal payment dates specified for purposes of Treasury Regulation Section 1.409A-2(b)(2)them herein.
Appears in 3 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of one times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 3 contracts
Samples: Employment Agreement (Bluebird Bio, Inc.), Employment Agreement (Bluebird Bio, Inc.), Employment Agreement (Bluebird Bio, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in substantially the form attached hereto as Exhibit A I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (A) the Executive’s annual Base Salary plus (B) the Executive’s annual Target Variable Cash Compensation (the “Severance Amount”), prorated for a period of nine months. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidentiality and Inventions Assignment Agreement entered into between the Executive and the Company, all payments of the Severance Amount shall immediately cease; and
(ii) if all equity awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution would have vested if he had remained employed for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law an additional twelve (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on 12) months following the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAshall vest and become exercisable or nonforfeitable; and
(iii) for a period of 12 months following the amounts payable Date of Termination or until the Executive becomes covered under Section 4(b)(i) and (ii)a group health plan of another employer, whichever is earlier, subject to the extent taxableExecutive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA;
(iv) the Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 9 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(v) the Company shall provide outplacement services to the Executive with a provider and program selected by the Company and at a cost of up to $7,500.00.
Appears in 2 contracts
Samples: Employment Agreement (Anthera Pharmaceuticals Inc), Employment Agreement (Anthera Pharmaceuticals Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effectiveeffective and, if applicable, the Executive resigning as a member of the Board of Directors, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter time period provided in the Separation Agreement and Release):
(i) the Company shall pay the Executive an amount equal to nine months 0.75 times the sum of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions incorporated into or contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the Executive in which such stock option or other stock-based award would have vested if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), had remained employed for an additional nine months following the Date of COBRA premiums for the Executive Termination shall vest and the Executive’s eligible dependents at the Company’s normal rate become exercisable or nonforfeitable as of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, ;
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (AVROBIO, Inc.), Employment Agreement (AVROBIO, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement and general release of claims in substantially favor of the Company and related persons and entities in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and expiration of the seven-day revocation period for the Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (A) one times the Executive’s Base Salary and (B) one times the Executive’s target incentive compensation for the then current fiscal year (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the The Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the extent it qualifies as “non-qualified deferred compensation” within the meaning second calendar year. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall begin immediately cease; and
(ii) notwithstanding anything to be paid no earlier than the first Company payroll date in the second calendar year and, contrary in any caseapplicable option agreement or stock-based award agreement, the vesting schedule for stock options and other stock-based awards held by the last day Executive as of the Date of Termination shall immediately accelerate by twenty five percent (25%) and such 60-day period; providedaccelerated awards shall become fully exercisable, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following vested and/or nonforfeitable as of the Date of Termination. Each ;
(iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company shall pay to the Executive a single lump sum cash payment pursuant equal to this Agreement is intended twelve (12) months of monthly employer contributions that the Company would have made to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)provide health insurance to the Executive if the Executive had remained employed by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Brightcove Inc), Employment Agreement (Brightcove Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d7(b) or by the Executive with Good Reason pursuant to Section 7(c), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive be entitled to the Accrued BenefitObligations. In addition, and subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveconditions of Section 8(c) below, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
Company shall: (i) the Company shall continue to pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s regularly established payroll practice over procedures, the Executive’s Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months commencing following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, (iii) pay to the Executive any annual discretionary bonus for the preceding calendar year that the Board has approved but has not yet been paid to the Executive, (iv) if the Executive’s employment terminates prior to the one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(c) hereof, accelerate the vesting of such number of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of such RSU Award, and (v) if the Executive’s employment terminates within the period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the first payroll date following one (1)-year anniversary of such closing date, accelerate the effective date vesting of one hundred percent (100%) of the Separation Agreement and Release and, in any case, within 60 days after Executive’s then-outstanding equity awards granted to the Date of Termination; provided, however, that if Executive by the 60-day period begins in one calendar year and ends in a second calendar yearCompany which awards vest solely based on continued service (collectively, the “Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2Benefits”).
Appears in 2 contracts
Samples: Employment Agreement (Cue Health Inc.), Employment Agreement (Cue Health Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. 6 of 20 During the Term, but only after the consummation of the Company’s Initial (Alternative) Public Offering, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in substantially the form attached hereto as Exhibit A I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months one times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Annual Incentive Cash Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidential Information, Inventions Assignment and Non-Solicitation Agreement entered into between the Executive and the Company of even date hereof, all payments of the Severance Amount shall immediately cease; and
(ii) if (A) all time-based equity awards (including any awards originally subject to performance vesting conditions that remain subject to time-based vesting after satisfaction of such performance conditions) held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive would have vested solely if he had remained employed for an additional 12 months following the Date of Termination shall vest and become exercisable or non-forfeitable and (B) all performance-based equity awards held by the Executive in which the Executive would have vested had he remained employed through the end of the performance period in respect of each such award shall become vested as of the end of such performance period(s) based on the Company’s actual performance through the end of such performance period(s) but such amount shall be further prorated in the manner set forth in the applicable award agreement; and
(iii) for a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s eligible continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents at shall continue to participate in the Company’s normal rate of contribution for employees for health insurance plan (medical, dental and vision) upon the Executive’s coverage at the level same terms and conditions in effect immediately prior to for other executives of the Date of TerminationCompany; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in continuation of health benefits under this Subsection shall reduce and count against the Company’s health care programs immediately prior total compensation to the Date of TerminationExecutive, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible spouse and dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement Section 5(b) is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. 7 of 20
Appears in 2 contracts
Samples: Employment Agreement (4M Carbon Fiber Corp.), Employment Agreement (4M Carbon Fiber Corp.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and mutual non-disparagement provisions, in a form attached hereto as Exhibit A and manner reasonably satisfactory to the Company and the Executive (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all that becomes irrevocable within the time frame period set forth in the Separation Agreement and Release but Release, and in no event more longer than 60 sixty (60) days after the Date of Termination:
(i) the Company shall pay the Executive an amount amount, in accordance with paragraph (iii) below, equal to nine months of the Executive’s Annual Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 6 of this Agreement, all payments of the Severance Amount shall immediately ceasecease and the Company shall be entitled to all other legal and equitable remedies; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubtand elects COBRA health continuation, then, the taxable payments described above may be used Company shall pay a monthly cash payment (I) for twelve (12) months; (II) until the Executive becomes eligible for group medical care coverage through other employment; or (III) for the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any purpose, including, but not limited to, continuation coverage under COBRAreasonable inquires related to COBRA eligibility; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 sixty (60) days after the Date of Termination; provided, however, that if the 60-day sixty (60)-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day sixty (60)-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Truck Hero, Inc.), Employment Agreement (Truck Hero, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the TermExcept as provided in Section 1(b), if during the Employment Period the Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 3(e6(a), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i) a pro rata bonus for the year of termination but, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2021 Equity Incentive Plan), only to the extent performance goals for the calendar year of termination are achieved, payable at the same time bonuses are paid for such year but in no event later than March 15 of the fiscal year following his termination;
(ii) continued payment of his Base Salary, at the rate in effect on his last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of twelve (12) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company;
(iii) continued payment by the Company shall pay for the Executive an amount equal Executive’s life and health insurance coverage for twelve (12) months to nine months the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s Base Salary (employment and subject to the “Severance Amount”)eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the foregoing, (A) if any plan pursuant to which the Executive breaches any Company is providing such coverage is not, or ceases prior to the expiration of the provisions contained in period of continuation coverage to be, exempt from the Restrictive Covenants Agreement, all payments application of Section 409A of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”) (“Section 409A”) under Treasury Regulation Section 1.409A-1(a)(5), nine months of COBRA premiums for or (B) the Company is otherwise unable to continue to cover the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level under its group health plans, then, in effect immediately prior to the Date of Termination; providedeither case, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for monthly plan premium payment shall thereafter be paid to the Executive and as currently taxable compensation in substantially equal monthly installments over the twelve (12) month period (or the remaining portion thereof);
(iv) payment equal to one (1) times the Executive’s eligible dependents to continue target annual bonus for the year of termination. The payment provided for in this paragraph (iv) shall be made in a lump sum on the first anniversary of the date of the Executive’s group health coverage in effect on the Date termination of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAemployment; and
(iiiv) vesting as of the amounts payable under Section 4(b)(i) and (ii), last day of his employment in any unvested portion of any equity awards previously granted to the extent taxable, shall be paid out in substantially equal installments in accordance with Executive by the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that the Company may, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2021 Equity Incentive Plan) with respect to awards the vesting of which is conditioned on the achievement of performance goals, condition accelerated vesting on the ultimate achievement of the performance goals, in which case such awards shall remain outstanding until certification of achievement of the performance goals, and such awards shall vest or be forfeited as of such certification date based on the level of achievement of the performance goals. None of the benefits described in this Section 6(c) (the “Severance Payment”) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within forty-five (45) days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, and its trustees, directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. Any payment conditioned on execution of the general release that was not made because the general release was not signed and had not become irrevocable shall be made within ten (10) days after the general release becomes irrevocable, provided that as to payments and benefits which are subject to Section 409A if the 60end of the forty-five (45) day plus seven (7) day revocation period begins in one calendar year and ends occurs in a second calendar yearyear subsequent to the year in which the termination of employment occurs, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to payments will be paid no earlier than the first Company payroll date made in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationsubsequent year. Each payment Any payments delayed pursuant to this Section 6(c) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement is intended to constitute a separate shall be paid or provided in accordance with the normal payment dates specified for purposes of Treasury Regulation Section 1.409A-2(b)(2)them herein.
Appears in 2 contracts
Samples: Employment Agreement (RLJ Lodging Trust), Employment Agreement (RLJ Lodging Trust)
Termination by the Company Without Cause or by the Executive with Good Reason. During If, during the TermEmployment Period, if other than as set forth in Section 7(e), the Company terminates the Executive’s employment is terminated by the Company without other than for Cause as provided in pursuant to Section 3(d6(a)(ii)(B), or the Executive terminates the Executive’s his employment for with Good Reason as provided in pursuant to Section 3(e6(a)(iii), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially (x) the form attached hereto Executive’s Base Salary due through the Date of Termination and (y) all Accrued Benefits, if any, to which the Executive is entitled as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after of the Date of Termination, in each case at the time such payments are due. The Executive shall also be entitled to receive, subject to his compliance with the restrictive covenants in Section 8 and his execution and non-revocation of the release described in Section 7(f), the following severance payments and benefits:
(i) the Company shall pay the Executive an amount equal to nine months one (1) times the sum of (A) the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at and (B) the Companyamount of the Executive’s normal rate of contribution annual target bonus for employee coverage at the level calendar year in effect immediately prior to which the Date of Termination for a period of nine months. For occurs (the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii“Target Bonus”), to the extent taxable, shall be paid out payable in substantially equal installments in accordance with the Company’s regular payroll practice procedures over nine months the twelve (12) month period following the Date of Termination, commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days that occurs on or after the Release Effective Date of Termination; provided(as defined below), however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, provided that the initial payment shall will include a catch-up payment to cover amounts retroactive to the day immediately following period between the Date of Termination. Each Termination and the date of such first payment, and the remaining amounts shall be paid over the remainder of such twelve (12) month period;
(ii) a lump sum payment pursuant equal to this Agreement the product of (x) the Target Bonus and (y) a fraction, the numerator of which is intended the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable on the first payroll date that occurs on or after the Release Effective Date;
(iii) provided the Executive and his eligible dependents timely and properly elect to constitute continue health care coverage under COBRA, the Executive and such eligible dependents shall be entitled to continue to participate in such basic medical, dental and vision programs of the Company as in effect from time to time, on the same terms and conditions as applicable to active senior executives of the Company, for twelve (12) months or, if earlier, until the date the Executive becomes eligible to receive comparable coverage from another Company or is otherwise no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject the Executive to taxation under Section 105(h) of the Code or otherwise violate any healthcare law or regulations, then, in lieu of such continued participation in the basic medical, dental and vision programs, the Executive shall be entitled to receive a separate lump sum payment equal to the portion of the Executive’s COBRA premiums equal to 12 months of the Company subsidy of group health plan premiums for purposes the Executive and his eligible dependents, subject to applicable withholdings, which amount shall be paid on the first payroll date that occurs on or after the Release Effective Date; and
(iv) the Executive’s rights with respect to equity or equity-related awards shall be governed by the applicable terms of Treasury Regulation Section 1.409A-2(b)(2)the related plan or award agreements.
Appears in 2 contracts
Samples: Employment Agreement (LIGHTBRIDGE Corp), Employment Agreement (LIGHTBRIDGE Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s 's employment is terminated by the Company without Without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e)Reason, then the Executive shall be entitled to the following:
(i) The Company shall pay the Executive the Accrued Benefit. In additionObligations earned through the Termination Date, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A on or before thirty (the “Separation Agreement and Release”30) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination Date.
(iii) the The Company shall pay the Executive an amount equal to nine months his Base Salary (less applicable withholding taxes) for the balance of the Term or for a period of four years from the Termination Date, whichever is longer, in accordance with the Company's normal payroll practices in effect on the Termination Date.
(iii) Two hundred percent (200%) of the greater of the Executive’s Base Salary ('s Bonus for the “Severance Amount”). Notwithstanding year of termination or the foregoingBonus actually earned for the year prior to the year of termination, if any; which amount will be paid within sixty (60) days of the later of the Termination Date or the calculation of such Bonus. This provision shall exclude any equity grants to Executive pursuant to the MCPP.
(iv) All equity securities granted to the Executive breaches any during the Term shall immediately be issued, become immediately vested, and/or exercised, if applicable, by the Executive or his legal representatives in accordance with the terms of the provisions contained in applicable employees plan or award document.
(v) All equity securities eligible to the Restrictive Covenants Executive pursuant to the MCPP based on identified milestones not yet achieved as of the date of Termination shall remain eligible to Executive for a period thirty-six (36) months after the expiration or earlier termination of the Agreement, all payments provided that expiration or termination is not for "Cause" or the Executive's Non-Renewal of the Severance Amount Agreement. The Company shall immediately cease; andprovide to the Executive no more than thirty (30) days after any shares that become eligible to Executive pursuant to the MCPP pursuant to this Section 5(c)(viii)).
(iivi) if a lump sum payment equal to any amount of Tax True-up associated with issuance of equity securities pursuant to 5(c)(iv) and 5(b)(v) above. Such amounts will be paid to Executive within thirty (30) days after his termination of his affiliation with the Executive properly elects Company and/or upon such time that the Tax True-up amount is determinable.
(vii) Subject to receive benefits the Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“"COBRA”"), nine months of COBRA premiums for the Company shall reimburse the Executive the monthly premium payable to continue his and his eligible dependents' participation in the Company's group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s 's eligible dependents at the Company’s normal rate of contribution for employees dependents) for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided period that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Terminationeligible and remains eligible for COBRA coverage, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year andevent that the Executive obtains other employment that offers group health benefits, in any case, such continuation of coverage by the last day of such 60-day period; provided, further, that the initial payment Company shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)cease.
Appears in 2 contracts
Samples: Executive Employment Agreement (Organicell Regenerative Medicine, Inc.), Executive Employment Agreement (Organicell Regenerative Medicine, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially a form and manner satisfactory to the form attached hereto Company containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property, non-disparagement, a reaffirmation of all of the Executive’s Continuing Obligations (as Exhibit A defined below), and, in the Company’s sole discretion, a one-year post-employment noncompetition provision (the “Separation Agreement and Release” or “Release”) and the Separation Agreement and Release becoming fully effective, all within 60 days after the Date of Termination (or such shorter period as the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Release):
(i) the Company shall pay the Executive an amount equal to nine months of one times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding ; provided that in the foregoing, if event the Executive breaches is entitled to any of the provisions contained in payments pursuant to the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceasereceived in any calendar year will be reduced by the amount the Executive is paid in the same such calendar year pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 2 contracts
Samples: Employment Agreement (2seventy Bio, Inc.), Employment Agreement (2seventy Bio, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During Upon the Term, if termination of the Executive’s employment is terminated by the Company without Cause as provided in Section 3(dpursuant to subsection 4(b), or by the Executive terminates the Executive’s employment for with Good Reason as provided in Section 3(epursuant to subsection 4(c), then the Company shall will pay or provide to the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement following amounts and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall pay the Executive an amount equal to nine months that portion of the Executive’s Base Salary (earned through the “Severance Amount”). Notwithstanding the foregoingDate of Termination, if the Executive breaches any of the provisions contained payable in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; andaccordance with normal payroll practices;
(ii) if an amount equal to the Executive’s annual Base Salary in effect as of the date immediately preceding the Date of Termination plus a single sum payment equal to the average of the Executive’s Bonus paid or payable for the last two calendar years preceding the Date of Termination, all payable as of the date of the first payroll that is not less than 60 days following the Date of Termination, or as soon as administratively practicable thereafter;
(iii) continued participation in the group health insurance and group life insurance benefits which the Executive properly elects would have been eligible to participate in or receive benefits under on the Consolidated Omnibus Budget Reconciliation Act day prior to the Date of 1985, as amended Termination (“COBRAInsurance Programs”)) beginning on the Date of Termination and continuing for a period of one year, nine months of COBRA premiums but only to the extent the Executive continues to qualify for participation therein. The Company will provide health insurance and life insurance benefits for the Executive and the Executive’s eligible dependents at the Company’s normal rate if he is not permitted to continue participation in those Insurance Programs for a period of contribution for employees for the Executive’s coverage at the level in effect immediately prior to one year from the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 amount of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior these benefits will be limited to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion 110% of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate cost of contribution for employee coverage at providing the level in effect immediately benefits under the Insurance Programs.
(iv) all amounts that have vested or accrued prior to the Date of Termination for a period under all incentive compensation or employee benefit plans of nine months. For the avoidance Holding Company or Bank in accordance with the provisions of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAsuch plans; and
(iiiv) cash reimbursement for reasonable expenses (as determined by the amounts payable under Section 4(b)(iBoard in its sole discretion) actually incurred by the Executive in searching for new employment during the one-year period following the Date of Termination and (ii), limited to no greater than $20,000. Each reimbursement will be paid to the extent taxableExecutive within 30 days following the receipt by the Company of a valid claim substantiating the expense; and
(vi) notwithstanding the foregoing, all options granted to the Executive to purchase shares of common stock of the Holding Company and all shares of restricted stock of the Holding Company (whether such options and restricted shares are vested or unvested) shall be paid out in substantially equal installments treated in accordance with the Company’s payroll practice over nine months commencing on applicable plan and award agreement(s) between the first payroll date following Holding Company and the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Executive.
Appears in 2 contracts
Samples: Employment Agreement (Horizon Bancorp /In/), Employment Agreement (Horizon Bancorp /In/)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d)Cause, or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Executive in addition to the Accrued Benefit. In additionObligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and ReleaseRelease Agreement”) and the Separation Release Agreement and Release becoming fully effective, all irrevocable within the time frame period set forth in the Separation Agreement Release Agreement, and Release but in no event more longer than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine 6 months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 6 months (the “Severance Period”) commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.
Appears in 2 contracts
Samples: Employment Agreement (Carbon Black, Inc.), Employment Agreement (Carbon Black, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d)Cause, or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Executive in addition to the Accrued Benefit. In additionObligations, and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and ReleaseRelease Agreement”) and the Separation Release Agreement and Release becoming fully effective, all irrevocable within the time frame period set forth in the Separation Agreement Release Agreement, and Release but in no event more longer than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine 12 months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months (the “Severance Period”) commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). Notwithstanding the foregoing, if the Executive breaches any of the provisions of the Release Agreement, in addition to all other legal and equitable remedies, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility.
Appears in 2 contracts
Samples: Employment Agreement (Carbon Black, Inc.), Employment Agreement (Carbon Black, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), ) or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued BenefitBenefits (as provided in Section 4(a) above). In addition, subject to the Executive signing a separation agreement full and final release of all releasable claims in substantially favor of the Company and related persons and entities in a reasonable form attached hereto as Exhibit A and manner reasonably satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within expiration of the time frame set forth in applicable revocation period for the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months two (2) times the sum of (x) the Executive’s Base Salary and (y) the Executive’s Target Annual Bonus (i.e., 100% of the Target Annual Bonus amount as if employed for the full year and all applicable performance metrics had been fully achieved) (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the The Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, a cash lump sum payment within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the lump sum payment of the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by (but prior to the last day end of such the 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination). Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2);
(ii) effective upon the Date of Termination, all stock options and other stock-based awards (including, without limitation, all such awards/grants under Section 2(b)(ii) and 2(c)) held by the Executive and all yet unvested portions thereof shall immediately and fully accelerate and vest and become exercisable or nonforfeitable as of the Date of Termination (to the extent that the Release is not effective as of the Date of Termination, the Company shall take all necessary corporate action to ensure that no such stock-based awards terminate or are forfeited by the Executive from the Date of Termination until the date such accelerated vesting and/or exercisability becomes effective); and
(iii) if the Annual Grant had not been made with respect to the year in which the Date of Termination occurs, the Company shall grant to the Executive on the Date of Termination such number of shares of common stock with an aggregate fair market value on the Date of Termination equal to 200 percent of the Executive’s Base Salary (which grant shall be fully vested on the Date of Termination); and
(iv) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company shall pay to the Executive a monthly cash payment for eighteen (18) months equal to the monthly premiums for the continuation of such coverage (for the Executive and, as applicable, his spouse and eligible dependents) pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (COBRA) or similar state law; or, if the Executive (and his spouse and dependents, as applicable) was/were covered by the Executive’s own health insurance the premiums for which the Executive was being reimbursed pursuant to Section 2(f) above, then the Company shall pay to the Executive a monthly cash payment for eighteen (18) months equal to the monthly premiums for such insurance coverage.
Appears in 2 contracts
Samples: Employment Agreement (BioDrain Medical, Inc.), Employment Agreement (BioDrain Medical, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During In the Term, if event the Executive’s employment of the Executive is terminated by the Company without Cause as provided in Section 3(d), or by the Executive terminates the Executive’s employment for with Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Executive the Accrued BenefitBenefits. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationCompany shall:
(i) the Company shall pay to the Executive an aggregate cash amount equal to nine months the sum of the Executive’s (x) one full year of Base Salary plus (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(iiy) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution Annual Target Bonus for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
one full year payable as follows: (iiiA) the amounts payable under Section 4(b)(ififty percent (50%) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with on the Company’s payroll practice over nine months commencing Payment Date (as defined below), (B) twenty five percent (25%) shall be paid on the first payroll date immediately following the effective three (3) month anniversary of the date of such termination of employment, and (C) the remaining twenty five percent (25%) shall be paid on the first payroll date immediately following the six (6) month anniversary of the date of such termination of employment;
(ii) pay to the Executive, in a single cash lump sum on the Payment Date, the Annual Bonus to be payable to the Executive for the immediately preceding Performance Year that has not yet been paid to the Executive as of the date of the Separation Agreement Executive’s termination equal to the Target Bonus (without duplication of any other Annual Bonus paid or payable with respect to such immediately preceding Performance Year);
(iii) provide for the full and Release immediate acceleration of all unvested equity, including stock options and restricted stock units, of the Executive;
(iv) for a period of twelve (12) months following the Executive’s termination date, and provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to COBRA (Consolidated Omnibus Budget Reconciliation Act), continue to pay the share of the premium for health coverage that is paid by the Company for active and similarly-situated employees who receive the same type of coverage. If the Company is unable to provide such benefit, the Company shall pay to the Executive a cash lump sum payment equal to the value of the unprovided benefit to cover benefits for the Executive and his family, including a tax gross-up. At the end of such twelve (12) month period, the Executive shall be entitled to such rights as the Executive may have to continue health insurance coverage at the Executive’s sole expense as are then accorded under COBRA, for the remainder of the COBRA coverage period; and
(v) notwithstanding the requirement that the Executive be an active employee of the Company on date of payment, pay to the Executive, in any casea single cash lump sum on the Payment Date, within 60 days after a prorated portion of the Date Executive’s Annual Bonus for the Performance Year in which the separation occurs under this subsection, irrespective of Termination; providedwhether the performance goals applicable to such Annual Bonus have been established or satisfied, however, that if such prorated portion to be calculated by multiplying the 60-day period begins in one calendar year Annual Target Bonus for such Performance Year by the quotient obtained by dividing the number of whole and ends in a second calendar year, partial months of the Severance Amount Performance Year during which the Executive has provided services to the extent it qualifies as “non-qualified deferred compensation” within Company by twelve (12). Payments and benefits provided in this Section 7(d) shall be in lieu of any termination or severance payments or benefits for which the meaning of Section 409A Executive may be eligible under any of the Codeplans, shall begin to be paid no earlier than policies or programs of the first Company payroll date in Group or under the second calendar year and, in Worker Adjustment Retraining Notification Act of 1988 or any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)similar state statute or regulation.
Appears in 2 contracts
Samples: Employment Agreement (Mawson Infrastructure Group Inc.), Employment Agreement (Mawson Infrastructure Group Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement (provided to the Executive on the date of termination or within five (5) business days thereafter) containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities (with reasonable and standard exceptions), confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner reasonably satisfactory to the Company and not containing additional obligations regarding restrictive covenants other than Executive already agreed to (the “Separation Agreement and ReleaseAgreement”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame period set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s twelve (12) months’ Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive materially breaches any of the provisions contained in the Restrictive Covenants AgreementSection 7, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health and dental continuation, then the Company shall pay on the Executive’s behalf for a period of nine months. For twelve (12) months or the avoidance of doubtExecutive’s COBRA health and dental continuation period, whichever ends earlier, an amount equal to the taxable payments described above may be used for monthly employer contribution that the Company would have made to provide health and dental insurance to the Executive if the Executive had remained employed by the Company plus any purpose, including, but not limited to, continuation coverage under COBRAassociated COBRA administrative fees; and
(iii) upon the Date of Termination, all time-based stock options and other time-based stock-based awards held by the Executive in which the Executive would have vested if he had remained employed for an additional twelve (12) months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination; and
(iv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, ) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Aerpio Pharmaceuticals, Inc.), Employment Agreement (Aerpio Pharmaceuticals, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in substantially the form attached hereto as Exhibit A I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (A) the Executive’s annual Base Salary plus (B) the Executive’s annual Target Variable Cash Compensation (the “Severance Amount”), prorated for a period of six months. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidentiality and Inventions Assignment Agreement entered into between the Executive and the Company, all payments of the Severance Amount shall immediately cease; and
(ii) if all equity awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution would have vested if he had remained employed for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law an additional twelve (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on 12) months following the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAshall vest and become exercisable or non-forfeitable; and
(iii) for a period of 12 months following the amounts payable Date of Termination or until the Executive becomes covered under Section 4(b)(i) and (ii)a group health plan of another employer, whichever is earlier, subject to the extent taxableExecutive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA;
(iv) the Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 6 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(v) the Company shall provide outplacement services to the Executive with a provider and program selected by the Company and at a cost of up to $7,500.00.
Appears in 2 contracts
Samples: Employment Agreement (Anthera Pharmaceuticals Inc), Employment Agreement (Anthera Pharmaceuticals Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s 's employment is terminated by the Company without Cause as provided in Section 3(d2(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e2(e) and, in the case of clauses (i), (ii) and (iii) below, such termination is not a termination described in Section 4, then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement general release of claims and affirmation of restrictive covenants in favor of the Company and related persons and entities substantially in the form of Exhibit A attached hereto as Exhibit A (the “Separation Agreement "Release and Release”Affirmation") and the Separation Agreement Release and Release Affirmation becoming irrevocable and fully effective, all effective within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) subject to clause (iv) below, the Company shall pay the Executive the sum of (1) an amount equal to nine months 1.0 times the sum of (A) the Executive’s Base Salary 's annual base salary and (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(iiB) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level 's target bonus in effect immediately prior to the Date of Termination and (2) a pro-rata target annual cash bonus for the portion of the then-current year which has elapsed as of the Date of Termination, in each case calculated without giving effect to any reductions in annual base salary or target bonus following the Effective Date (the "Severance Amount");
(ii) if the Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a period monthly cash payment for twelve (12) months or the Executive's COBRA health continuation period, whichever ends earlier, in an amount equal to the cost of nine months. For the avoidance of doubt, the taxable payments described above COBRA continuation coverage (which amount shall not include any gross-up with respect to any taxes that may be used owed with respect to such payment);
(iii) if the Executive was participating in the Company's group term life insurance plan immediately prior to the Date of Termination, then the Company shall pay to the Executive a monthly cash payment for any purpose, including, but not limited to, continuation coverage under COBRAtwelve months in an amount equal to the monthly employer contribution that the Company would have made to provide such group term life insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under Section 4(b)(i3(b)(i), (ii) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s 's payroll practice over nine twelve months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after immediately following the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(v) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, any options, restricted stock units or other equity awards (hereinafter referred to as an "equity award") which are subject only to time-based vesting provisions, including for the avoidance of doubt, any equity awards for which a performance target has already been met and are immediately prior to the Date of Termination subject only to time-based vesting provisions (such awards, "Time-vested Awards") that were not vested immediately prior to the Date of Termination shall fully vest and, if applicable, settle upon such termination; and
(vi) notwithstanding anything to the contrary in any applicable equity award agreement, any equity award subject to performance-based vesting (such awards, "Performance Awards") shall remain outstanding through the applicable performance period and, at the end of the applicable performance period, the Performance Award shall vest and be settled based on the actual performance during the performance period (with (1) any time-based vesting that may be applicable in addition to the performance-based vesting treated as fully satisfied upon the expiration of the performance period and (2) any individual performance metrics applicable to the Executive deemed achieved at the target level of performance); and any portion of such Performance Award that does not vest based on actual performance during the performance period shall be immediately forfeited and cancelled by the Company.
Appears in 2 contracts
Samples: Severance Agreement (Cra International, Inc.), Severance Agreement (Cra International, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During If the Term, if Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates employment with Good Reason pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 6(a), the following:
(i) continued payment of the Base Salary, at the rate in effect on the last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of twelve (12) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company;
(ii) continued payment by the Company for the Executive’s life and health insurance coverage for twelve (12) months (the “Continuation Period”) to the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s employment for Good Reason and subject to the eligibility requirements and other terms and conditions of such insurance coverage; provided that if continued payment by the Company of the Executive’s health insurance coverage would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as provided in Section 3(eamended, or any statute or regulation of similar effect (including, without limitation, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of providing such continued payment, the Company shall will instead pay the Executive on the Accrued Benefit. In additionfirst day of each month a fully taxable cash payment equal to the Company’s premiums for that month (the “Monthly Premium”) and a corresponding Tax Indemnity Payment (defined below), subject to applicable tax withholdings, for the remainder of the Continuation Period;
(iii) payments equal to two (2) times the average Annual Bonus earned by the Executive signing over the two (2) calendar years preceding the year of termination (or if the Executive has not been employed for two (2) calendar years, payments equal to two (2) times the Executive’s Target Bonus for the year of termination). By way of example only, if the Executive’s Annual Bonus over the preceding two (2) years was $300,000 and $0, the average would be $150,000 and the payment under this Section 6(c)(iii) would equal $300,000. Such amount shall be paid to the Executive within ten (10) days after the end of the Restricted Period (as defined below);
(iv) a separation agreement pro rata portion of the Annual Bonus for the year of termination, as reasonably determined by the Company based upon the extent to which performance goals for the year of termination are achieved, which Annual Bonus, if any, shall be paid to Executive no later than March 15 of the year following the year in which such termination occurs; and
(v) immediate vesting as of the last day of employment in any unvested Time-Based Equity Awards (with any such awards that vest in whole or in part based on the attainment of performance-vesting conditions (“Performance- Based Equity Awards”) being governed by the terms of the applicable award agreement). None of the benefits described in this Section 6(c) (the “Severance Payments”) will be payable unless the Executive has signed a general release (in substantially the form attached hereto as Exhibit A A) within forty five (45) days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, and their directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. The Severance Payments shall commence on the Company’s first regular payroll date occurring on or after the sixtieth (60th) date following the date of termination (the “Separation Agreement First Payroll Date”), with amounts otherwise payable under the Company’s normal payroll procedures prior to the First Payroll Date to be paid in lump sum on the First Payroll Date without interest thereon. For purposes of Section 6(c)(ii), the “Tax Indemnity Payment” shall equal the aggregate amount of additional payments necessary to deliver to the Executive the Monthly Premium amount in full on a net after-tax basis with the amount of each such Tax Indemnity Payment to be based upon the Tax Rate in effect when the corresponding Monthly Premium amount is paid. For the purposes of the foregoing, “Tax Rate” means the Executive’s current tax rate based upon the combined federal and Release”) state and local income, earnings, Medicare and any other tax rates applicable to the Separation Agreement and Release becoming fully effectiveExecutive, all within at the time frame set forth highest marginal rates of taxation in the Separation Agreement county and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months state of the Executive’s Base Salary (residence on the “Severance Amount”). Notwithstanding the foregoingdate of determination, if the Executive breaches any net of the provisions contained reduction in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may federal income taxes which could be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, obtained by the last day deduction of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)state and local taxes.
Appears in 2 contracts
Samples: Employment Agreement (Walker & Dunlop, Inc.), Employment Agreement (Walker & Dunlop, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s six (6) months’ Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For six (6) months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) upon the Date of Termination, all stock options and other stock-based awards held by the Executive in which the Executive would have vested if he had remained employed for an additional six months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination; and
(iv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, ) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine six (6) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Aerpio Pharmaceuticals, Inc.), Employment Agreement (Aerpio Pharmaceuticals, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During If during the Term, if the Executive’s employment is terminated by Term the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for without Cause (as defined below) or the Executive terminates employment with Good Reason (as provided in Section 3(edefined below), then subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date sum of Termination:
(i) his annual Base Salary for the Company year in which he terminates employment and (ii) his Average Annual Bonus. Such amount shall pay be paid in equal monthly installments, with the Executive an amount equal to nine first six months of installments paid in a single lump sum six months after the Executive’s termination of employment, and the remaining installments paid monthly through the 12-month anniversary of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoingtermination of employment, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends first six months of installments shall be paid on a monthly basis rather than in a second calendar year, lump sum following the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning Executive’s termination of Section employment if such monthly payments can be made without adverse tax consequences under section 409A of the Internal Revenue Code. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus, payable at the same time as the first payment of severance described in the preceding sentences. In addition, the Executive’s stock options shall become 100% vested and immediately exercisable for their full term. The Company shall provide continued medical and dental insurance coverage during the 12 months following the Executive’s termination of employment (or until the Executive becomes eligible for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements for such period, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s medical and dental insurance programs described above become impermissible under the Internal Revenue Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the cash value of such coverage, in a manner that places the Executive in a net economic position that is at least equivalent to the position in which the Executive would have been had such alternative arrangements not been used by the Company. The Company shall begin also pay the Executive any earned but unpaid Base Salary for the period through termination of employment, any Annual Bonus awards with respect to be paid no earlier a completed measurement period that are fully earned and vested at separation but not yet paid, and any amounts to which the Executive is entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the first payments and benefits described in this Section 7(b), the Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)will make no additional severance or similar payments.
Appears in 2 contracts
Samples: Employment Agreement (Patriot Capital Funding, Inc.), Employment Agreement (Patriot Capital Funding, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of one (1) times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(iii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine monthstwelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the The amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement (as defined below), the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release
Appears in 2 contracts
Samples: Employment Agreement (Blueprint Medicines Corp), Employment Agreement (Blueprint Medicines Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the if Executive terminates his employment with the Executive’s employment Company for Good Reason as provided in Section 3(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing and not revoking a separation agreement that includes a general release of claims in substantially favor of the Company and related persons and entities in a form attached hereto as Exhibit A and manner reasonably satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:):
(i) for a period of three (3) months, the Company shall continue to pay the Executive an amount equal to nine months the Draw at the rate in effect on the Date of the Executive’s Base Salary Termination (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the The Severance Amount shall immediately cease; andbe paid out in substantially equal installments in accordance with the Company’s regular payroll practices over three (3) months, beginning on the first payroll date that occurs thirty (30) days after the Date of Termination. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment;
(ii) if subject to the Executive properly elects Executive’s copayment of premium amounts at the active employees’ rate, the Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health plans pursuant to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine ; provided that the Company’s payment obligation shall cease upon the earlier of three (3) months following the Date of COBRA premiums for Termination or the Executive and expiration of the Executive’s eligible dependents at rights under COBRA. As a condition of eligibility for such payments, the Company’s normal rate of contribution for employees for Executive shall promptly respond fully to any reasonable inquiries related to COBRA eligibility;
(iii) the Executive’s coverage at the level in effect immediately prior to options granted under Section 2(d)(i) shall, on the Date of Termination; provided, howevervest as to the number of option shares that would otherwise have vested as of the date three (3) months from the Date of Termination and all vested options granted under Section 2(d) shall not terminate (and Executive may exercise such options) for ninety (90) days following the Date of Termination, except in cases of termination due to death or disability in which case the Executive, and in the case of death, Executive’s beneficiaries may exercise such vested options for a period of twelve (12) months following such event, but in no event shall the vested options be exercised later than the scheduled expiration date of the options. Notwithstanding the foregoing, if the Company determines that it cannot pay such amounts without potentially violating applicable law (Executive materially breaches any of the provisions contained in Section 7 of this Agreement including, without limitation, Section 2716 any of the Public Health Service Act)provisions contained in Exhibit 1, provided that the Executive which is enrolled incorporated by reference into Section 7, in the Company’s health care programs immediately prior addition to the Date of Terminationall legal and equitable remedies it may have, the Company will in lieu thereof provide shall have the right to the Executive a taxable monthly payment in an amount equal to the portion terminate or suspend all payments of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to and the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A Benefit Continuation and such cessation of the Code, Severance Amount payments and Benefit Continuation shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60not affect Executive’s continuing post-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)employment obligations.
Appears in 2 contracts
Samples: Employment Agreement (Mevion Medical Systems, Inc.), Employment Agreement (Mevion Medical Systems, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement that includes a general release of claims in substantially favor of the Company and related persons and entities in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and and, if applicable, the Separation Agreement and expiration of the seven-day revocation period for the Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (A) one times the Executive’s Base Salary and (B) one times the Executive’s target incentive compensation for the then current fiscal year (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the The Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the extent it qualifies as “non-qualified deferred compensation” within the meaning second calendar year. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall begin immediately cease;
(ii) notwithstanding anything to be paid no earlier than the first Company payroll date in the second calendar year and, contrary in any caseapplicable option agreement or stock-based award agreement, the vesting schedule for stock options and other stock-based awards held by the last day Executive as of the Date of Termination shall immediately accelerate by twenty five percent (25%) and such 60-day period; providedaccelerated awards shall become fully exercisable, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following vested and/or nonforfeitable as of the Date of Termination. Each ; and
(iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination, then the Company shall pay to the Executive a single lump sum cash payment pursuant equal to this Agreement is intended twelve (12) months of monthly employer contributions that the Company would have made to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)provide health insurance to the Executive if the Executive had remained employed by the Company.
Appears in 2 contracts
Samples: Employment Agreement (Brightcove Inc), Employment Agreement (Brightcove Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine 12 months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) the portion of all stock options and other stock-based awards held by the Executive that are subject to time-based vesting (the “Time-Based Equity Awards”) that would have vested and, if applicable, become exercisable, had the Executive remained employed with the Company through the one-year anniversary of the Date of Termination shall accelerate and become exercisable or nonforfeitable as of the later of (i) the Date of Termination, or (ii) the effective date of the Separation Agreement and Release (such date the “Accelerated Vesting Date”). Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing such Time-Based Equity Awards, any termination or forfeiture of unvested shares underlying the Time-Based Equity Awards that could vest pursuant to the foregoing and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent the Time-Based Equity Awards do not vest pursuant to this Section 4(b)(ii). Notwithstanding the foregoing, no additional vesting of the Time-Based Equity Awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date; and
(iii) the vested and exercisable portion of all outstanding stock options held by the Executive as of the Date of Termination shall remain exercisable until the earlier of the one-year anniversary of the Date of Termination or the expiration date of the stock option; and
(iv) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine 12 months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine 12 months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiiv) the amounts payable under Section 4(b)(i) and (iiiv), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Rubius Therapeutics, Inc.), Employment Agreement (Rubius Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of one (1) times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine monthstwelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the The amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement (as defined below), the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release
Appears in 2 contracts
Samples: Employment Agreement (Blueprint Medicines Corp), Employment Agreement (Blueprint Medicines Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement in substantially a form and manner satisfactory to the form attached hereto Company, which shall contain, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of all of the Executive’s Continuing Obligations (as Exhibit A defined below) (the “Separation Agreement and Release”) and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease), which shall include a seven (7) business day revocation period:
(i) the Company shall pay the Executive an amount equal to nine (9) months of the Executive’s then current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceaseSalary; and
(ii) the Company shall pay the Executive a pro-rata amount of the Executive’s Target Bonus based on the performance of the Company and consistent with bonuses paid to other Company executives, both as determined by the Board in its reasonable good faith discretion; and
(iii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months(9) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage The amounts payable under COBRA; and
Sections 5(b)(i) and (iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount such payments, to the extent it qualifies they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The amount payable under Section 4(b)(ii) shall be paid on the date bonuses are paid to the Company’s other executives but no later than March 15 following the year in which the Date of Termination occurs. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement or the Restrictive Covenants Agreements (as defined below), all payments under this Section 5(b) shall immediately cease.
Appears in 2 contracts
Samples: Employment Agreement (Karuna Therapeutics, Inc.), Employment Agreement (Karuna Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter time period provided in the Separation Agreement and Release):
(i) the Company shall pay the Executive an amount equal to nine months the sum of 0.5 times the Executive’s Base Salary (the “Severance Amount”)Salary. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 6 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, ) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 6 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (resTORbio, Inc.), Employment Agreement (resTORbio, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the TermEmployment Period, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued BenefitBenefits. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 fifty-two (52) days after of the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (a) two hundred percent (200%) of the Executive’s then effective Base Salary and (b) a pro rata portion of the Executive’s then effective Performance Bonus Target (calculated by dividing the number of full and partial months of the current fiscal year in which the Executive is employed through the Date of Termination by 12, and multiplying this fraction by the Executive’s then effective Performance Bonus Target) (the “Severance Amount”).
(ii) the Company shall pay the Executive any accrued but unpaid Performance Bonus for the prior fiscal year then owed or fully earned by the Executive in accordance with Section 2(c)(ii) above;
(iii) the COBRA eligible health care insurance benefits (e.g., health, dental) being provided by the Company to the Executive on the Date of Termination shall continue in place at the same cost to the Executive as applied to “active” participants on the Date of Termination for a period equal to the lesser of (i) the COBRA Benefit Period or (ii) twenty-four (24) months. The “COBRA Benefit Period” means the period of time after such termination during which COBRA benefits are available to the Executive as of the Date of Termination as set forth in the Company’s health care plan. The Executive shall be responsible for applying for the COBRA eligible health care insurance benefit, paying for the same and submitting evidence of such premium costs to the Company for reimbursement during the COBRA Benefit Period. The Company shall reimburse the Executive for the employer’s portion of such premiums (as applicable to the active rate) within 15 days of receipt of evidence of the payment of the premium costs to the Company. Notwithstanding the foregoing, if the Executive breaches any Company determines, in its sole discretion, that such reimbursement of the provisions contained premiums would result in the Restrictive Covenants Agreement, all payments a violation of the nondiscrimination rules of Section 105(h)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any statute or regulation of similar effect (including but not limited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of reimbursing the premiums, the Company, in its sole discretion, may elect to instead pay the Executive on the first day of each month of such period, a fully taxable cash payment equal to the premiums for that month, subject to applicable tax withholdings (such amount, the “Special Severance Amount shall immediately cease; andPayment”), for the remainder of such period. The Executive may, but is not obligated to, use such Special Severance Payment toward the cost of premiums;
(iiiv) if the Executive properly elects wishes, the Company will pay for an outplacement service (to receive benefits under be selected by the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums Company) for services rendered in assisting the Executive and in locating another job, for a period of six (6) months following the Date of Termination or until the Executive begins working for another employer, whichever occurs first. These payments are contingent upon the Executive’s eligible dependents at cooperation with the outplacement service and upon active efforts by the Executive to locate another position;
(v) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement outstanding as of December 1, 2015, (a) the vesting of such number of stock options and other stock-based awards outstanding and held by the Executive as would have vested in the three (3) months immediately following the Date of Termination had the Executive continued his employment for such three (3) month period shall immediately accelerate and become vested and exercisable as of the Date of Termination and (b) subject to any permitted action by the Board upon a Change of Control or other merger, sale, dissolution or liquidation of the Company under Company’s normal rate of contribution applicable equity plan to terminate the stock options or other stock-based awards, any such vested stock option shall be exercisable for employees for the Executive’s coverage at the level in effect immediately prior to not less than one (1) year from the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiivi) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twenty-four (24) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one (1) calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Executive Agreement (Aspen Aerogels Inc), Executive Agreement (Aspen Aerogels Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary plus any incentive compensation earned (as determined by the Board or the Compensation Committee) but unpaid as of the Date of Termination (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in of the Restrictive Covenants Confidentiality Agreement or Section 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Neos Therapeutics, Inc.), Employment Agreement (Neos Therapeutics, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), or the Executive terminates employment at the end of the Term after the Company provides notice of intent not to renew pursuant to Section 1 for reasons other than would provide grounds for a Cause termination, then the Company shall pay the Executive the Accrued Benefit. In additionshall, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after through the Date of Termination, pay the Executive his or her Accrued Benefits. If the Executive signs a general release of claims substantially in the form which is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of the receipt of the form of the Release (extended to forty-five (45) days in the event of a group termination or exit incentive program) and does not revoke such Release during the seven-day revocation period:
(i) i. the Company shall pay the Executive an amount equal to nine months one time the sum of the Executive’s most recent Base Salary and target Annual Bonus (but determined prior to any action involving Base Salary that would constitute Good Reason) (the “Severance Amount”). Notwithstanding To the foregoingextent that such Severance Amount exceeds the 409A Separation Pay Limit (as defined below), if such amount shall be paid in a single lump sum on the Executive breaches any regular payroll date of the provisions contained in Company, pertaining to then current salaried Executives of the Restrictive Covenants AgreementCompany, all payments (“payroll date”) next following the first anniversary date of the Executive’s Date of Termination. The portion of the Severance Amount that does not exceed the 409A Separation Pay Limit shall immediately ceasebe paid in substantially equal amounts on each payroll date over a one year period; and
ii. the Company shall pay the Executive an amount in cash equal to the Company’s premium amounts paid for coverage of Executive at the time of the Executive’s termination of coverage under the Company’s group medical, dental and vision programs for a period of twelve (12) months, to be paid directly to the Executive at the same times such payments would be paid on behalf of a current Executive for such coverage; provided, however:
1. No payments shall be made under this paragraph (ii) if unless and until the Executive properly timely elects continued coverage under such plan(s) pursuant to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, 1985 as amended (“COBRA”), nine months ;
2. This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their use;
3. Payments under this paragraph (ii) shall cease as of COBRA premiums for the earliest to occur of the following:
a. the Executive is no longer eligible for and continuing to receive the Executive’s COBRA coverage elected in subparagraph (A);
b. the time period set forth in the first sentence of this paragraph (ii);
c. the date on which the Executive first becomes eligible dependents at to enroll in a group health plan in which eligibility is based on employment with an employer, and
d. if the Company in good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended.
iii. If the Executive has opted out of the Company’s normal rate of contribution for employees for group medical, dental and vision programs during the Executive’s coverage at the level year in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Terminationwhich termination occurs, the Company will in lieu thereof provide shall add to the Executive a taxable monthly payment in Severance Amount an amount equal to the portion twelve (12) months of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate monthly amount paid to Executives who opt out from such coverage.
iv. Each individual payment of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable Severance Amount under Section 4(b)(i) and (ii5(b)(i), to the extent taxableSection 5(b)(ii), and Section 5(b)(iii) of this Agreement, shall be paid out in substantially equal installments in accordance with deemed to be a separate “payment” for purposes and within the Company’s payroll practice over nine months commencing on the first payroll date following the effective date meaning of the Separation Agreement and Release and, in any case, within 60 days after the Date Treasury Regulation Section 1.409A-2(b)(2)(iii).
v. Each individual payment of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, which are considered “non-qualified deferred compensation” within (“NQDC”) under Section 409A shall be made on the meaning date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered or approved for any reason whatsoever, except as permitted under Section 409A and as the Company allows in its sole discretion. The Company may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to constitute NQDC payable to a “specified Executive” as defined under Section 409A, then the Company shall make any such payment not earlier than the earlier of: (x) the first payroll date which is six (6) months following the Executive’s separation from service (as defined under Section 409A) with the Company, or (y) the date of Executive’s death.
vi. for purposes of this Section 5, “Section 409A” means Section 409A of the CodeInternal Revenue Code of 1986, shall begin to be paid no earlier than as amended, and the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)regulations thereunder.
Appears in 2 contracts
Samples: Employment Agreement (Mana Capital Acquisition Corp.), Employment Agreement (Mana Capital Acquisition Corp.)
Termination by the Company Without Cause or by the Executive with Good Reason. During Subject to Section 9(f) and Section 9(g) and the TermExecutive’s continued compliance with Section 7, if the Company terminates the Executive’s employment is terminated by during the Company without Term other than for Cause as provided in or Disability pursuant to Section 3(d), 8(a) or if the Executive terminates the Executive’s employment for hereunder with Good Reason as provided in Section 3(e)Reason, then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined below) but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled, (B) a lump sum payment of an amount equal to nine months a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus that would have been paid to the Executive if he had remained employed with the Company based on actual performance, such payment to be made at the time bonus payments are made to other executives of the Company but in any event by no later than March 15 of the calendar year following the year that includes the Executive’s Date of Termination and (C) continued payments of the Executive’s Base Salary in accordance with the Company’s payroll policies in effect on the Date of Termination for (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(iix) if the Executive properly elects has been employed with the Company for two years or less on the Date of Termination, the twelve month period commencing on the Executive’s Date of Termination, or (y) if the Executive has been employed with the Company for more than two years on the Date of Termination, the twenty-four (24) month period commencing upon the Executive’s Date of Termination; and (ii) the Executive and the Executive’s covered dependents shall be entitled to receive benefits under continued participation, on the Consolidated Omnibus Budget Reconciliation Act of 1985same terms and conditions as applicable if the Executive had remained employed for such period, as amended for twelve (“COBRA”)12) months in such medical, nine months of COBRA premiums for dental, and hospitalization insurance coverage in which the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs were participating immediately prior to the Date of Termination, the Company will in lieu thereof provide subject to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(29(j).
Appears in 2 contracts
Samples: Employment Agreement (Masonite International Corp), Employment Agreement (Masonite International Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter time period provided in the Separation Agreement and Release):
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) [Reserved];
(iii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (scPharmaceuticals Inc.), Employment Agreement (scPharmaceuticals Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d7(b) or by the Executive with Good Reason pursuant to Section 7(c), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive be entitled to the Accrued BenefitObligations. In addition, and subject to Exhibit A and the conditions of Section 8(c) below, the Company shall: (i) continue to pay to the Executive, in accordance with the Company’s regularly established payroll procedures, the Executive’s Base Salary rate for a period of nine (9) months, (ii) provided the Executive is eligible for and timely elects to continue receiving group medical insurance pursuant to the “COBRA” law, continue to pay, for up to nine (9) months following the Executive’s termination date, the share of the premium for such coverage that it pays for active and similarly- situated employees who receive the same type of coverage (single, family, or other), unless the Company’s provision of such COBRA payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply, (iii) pay to the Executive signing a separation agreement in substantially any annual discretionary bonus for the form attached hereto as Exhibit A preceding calendar year that the Board has approved but has not yet been paid to the Executive, (the “Separation Agreement and Release”iv) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay to the Executive an amount equal to nine months his Target Bonus at the 50% maximum of Base Salary for the year in which the termination occurs, multiplied by a fraction the numerator of which is the number of days during the year of termination on which the Executive is employed by the Company and the denominator of which is 365, (v) if the Executive’s employment terminates prior to the one (1)-year anniversary of the Grant Date of the RSU Award provided for under Section 4(d) hereof, accelerate the vesting of such number of RSUs subject to the RSU Award that would have vested between the Grant Date and the Executive’s termination date had the RSUs vested on a 1/48 per month basis following the Grant Date of such RSU Award, and (vi) if the Executive’s employment terminates within the period beginning sixty (60) days prior to the closing date of a Change of Control and ending on the one (1)-year anniversary of such closing date, accelerate the vesting of one hundred percent (100%) of the Executive’s Base Salary then-outstanding equity awards granted to the Executive by the Company which awards vest solely based on continued service (collectively, the “Severance AmountBenefits”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Cue Health Inc.), Employment Agreement (Cue Health Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:, the Company shall make the following payments to the Executive (“Severance Pay”):
(i) the Company shall pay the Executive an amount equal to nine months of continue the Executive’s Base Salary for 12 months following the Date of Termination (the “Severance AmountPay Period”). Notwithstanding the foregoingIn addition, if the Board determines that the Executive breaches any is eligible for a Target Bonus for the year during which his employment terminates, the Executive shall be paid his Target Bonus for the year of termination, prorated for the portion of the provisions contained in year during which the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceaseExecutive was employed; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall continue to contribute its regular share of the premium for a period of nine months. For the avoidance of doubtExecutive’s group health coverage, during the taxable payments described above may Severance Pay Period, provided that the Executive continues to be used eligible for any purpose, including, but not limited to, such COBRA continuation coverage under COBRAcoverage; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 2 contracts
Samples: Employment Agreement (Novelion Therapeutics Inc.), Employment Agreement (Novelion Therapeutics Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During If the Term, if Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 3(e6(a), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i) continued payment of the Base Salary, at the rate in effect on the last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of twelve (12) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company;
(ii) continued payment by the Company shall pay for the Executive an amount equal Executive’s life and health insurance coverage for twelve (12) months (the “Continuation Period”) to nine months the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s Base Salary (employment and subject to the “Severance Amount”). Notwithstanding eligibility requirements and other terms and conditions of such insurance coverage; provided that if continued payment by the foregoing, if the Executive breaches any Company of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at health insurance coverage would result in a violation of the Company’s normal rate nondiscrimination rules of contribution for employees for Section 105(h)(2) of the Executive’s coverage at the level in Internal Revenue Code of 1986, as amended, or any statute or regulation of similar effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Service Care and Education Reconciliation Act), provided that the Executive is enrolled then in the Company’s health care programs immediately prior to the Date lieu of Terminationproviding such continued payment, the Company will in lieu thereof provide to instead pay the Executive on the first day of each month a fully taxable monthly cash payment in an amount equal to the portion Company’s premiums for that month (the “Monthly Premium”) and a corresponding Tax Indemnity Payment (defined below), subject to applicable tax withholdings, for the remainder of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; andContinuation Period;
(iii) payments equal to two (2) times the amounts payable average Annual Bonus earned by the Executive over the two (2) calendar years preceding the year of termination (or if the Executive has not been employed for two (2) calendar years, payments equal to two (2) times the Executive’s Target Bonus for the year of termination). By way of example only, if the Executive’s Annual Bonus over the preceding two (2) years was $300,000 and $0, the average would be $150,000 and the payment under this Section 4(b)(i6(c)(iii) and (ii), to the extent taxable, would equal $300,000. Such amount shall be paid out in substantially equal installments in accordance with to the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, Executive within 60 ten (10) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A end of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2Restricted Period (as defined below).;
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his or her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his or her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property, non-competition and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine [six/nine/12]1 months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in of the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For [six/nine/12]2 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) except as otherwise provided in the applicable option agreement or other stock-based award agreement, those shares underlying (A) restricted stock awards, stock options and other stock-based awards held by the Executive and (B) restricted stock awards, stock options and other stock-based awards held by entities to whom the Executive has properly transferred such awards in accordance with the terms of the applicable Company equity incentive plan, that would have vested in the [12/9]3 months following the Date of Termination had the Executive remained employed during such period shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; and
(iv) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine [six/nine/12]4 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued BenefitBenefits. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form and manner satisfactory to the Company and substantially similar to the form attached hereto as Exhibit A (the “Separation Agreement and Release”) ), and the Separation Agreement and Release becoming irrevocable and fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 sixty (60) days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months [ ] percent ([ ]%) of the Executive’s current Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; andand ACTIVE/81000405.2
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period [number of nine months. For ] months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine [number of months] months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one (1) calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 shall be subject to Executive not violating the Restrictive Covenants Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit B, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenants Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During Upon the Term, if termination of the Executive’s employment is terminated by the Company without Cause as provided in Section 3(dpursuant to subsection 4(b) or by the Executive with Good Reason pursuant to subsection 4(c), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall will pay or provide to the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement following amounts and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall pay the Executive an amount equal to nine months that portion of the Executive’s Base Salary (earned through the “Severance Amount”). Notwithstanding the foregoingDate of Termination, if the Executive breaches any of the provisions contained payable in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; andaccordance with normal payroll practices;
(ii) if an amount equal to two times the Executive’s annual Base Salary in effect as of the date immediately preceding the Date of Termination plus an amount equal to the Executive’s cash bonuses paid or payable for the last two calendar years preceding the Date of Termination, all payable as of the date of the first payroll following the Date of Termination and delivery of the Release (as defined in Section 5(d)) and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;
(iii) continued participation in the group health insurance and group life insurance benefits which the Executive properly elects would have been eligible to participate in or receive on the day prior to the Date of Termination (“Insurance Programs”) beginning on the Date of Termination and continuing for a period of two years (“Benefit Continuation Term”), but only to the extent the Executive continues to qualify for participation therein. If the Executive is not permitted to continue participation in those Insurance Programs, the Company will reimburse the Executive for the costs of health insurance and life insurance benefits for the Benefit Continuation Term; provided, however, the amount of these benefits will be limited to an amount equal to 110% of the Company’s then current cost of providing comparable benefits under the Consolidated Omnibus Budget Reconciliation Act Insurance Programs;
(iv) all amounts that have vested or accrued prior to or on the Date of 1985Termination (or otherwise are or become payable to the Executive) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, as amended (“COBRA”)including without limitation, nine months any Bank contributions or matches related to those amounts. For purposes of COBRA premiums clarification, the intent of this Section is for the Executive and to receive all amounts attributable to the Executive’s eligible dependents at participation in such plans, as now or hereafter existing, up to and including the Company’s normal rate Date of contribution for employees for Termination, regardless of whether the Executive’s coverage at amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the level in effect immediately Date of Termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the Date of Termination if not capable of being calculated, paid, deposited or credited prior to the Date of Termination; providedand
(v) notwithstanding the foregoing, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide all options granted to the Executive a taxable monthly payment in an amount equal to the portion purchase shares of common stock of the COBRA premiums for Holding Company and all shares of restricted stock of the Executive Holding Company (whether such options and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiirestricted shares are vested or unvested) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments treated in accordance with the Company’s payroll practice over nine months commencing on applicable plan and award agreement(s) between the first payroll date following Holding Company and the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Executive.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all irrevocable within the time frame period set forth in the Separation Agreement and Release but Release, and in no event more longer than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months 100 percent of the Executive’s Base Salary (the “Severance Amount”)Salary. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, and a noncompetition agreement with terms substantially similar to the Restrictive Covenants Agreement (as defined below), and which shall provide that if the Executive breaches any provision of the Restrictive Covenants Agreement or any other continuing obligations the Executive has to the Company, then all payments of the Severance Amount shall immediately cease, such separation agreement to be in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Release):
(i) the Company shall pay the Executive an amount equal to nine months of one (1) times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding , provided in the foregoing, if event the Executive breaches is entitled to any of the provisions contained in payments pursuant to the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceasewill be reduced by the amount the Executive is paid pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect (medical, dental and/or vision) plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine monthstwelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the The amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During If, during the TermEmployment Period, if other than as set forth in Section 7(e), the Company terminates the Executive’s employment is terminated by the Company without other than for Cause as provided in pursuant to Section 3(d6(a)(ii)(B), or the Executive terminates the Executive’s his employment for with Good Reason as provided in pursuant to Section 3(e6(a)(iii), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially (x) the form attached hereto Executive’s Base Salary due through the Date of Termination and (y) all Accrued Benefits, if any, to which the Executive is entitled as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after of the Date of Termination, in each case at the time such payments are due. The Executive shall also be entitled to receive, subject to his compliance with the restrictive covenants in Section 8 and his execution and non-revocation of the release described in Section 7(f), the following severance payments and benefits:
(i) the Company shall pay the Executive an amount equal to nine months two (2) times the sum of (A) the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at and (B) the Companyamount of the Executive’s normal rate of contribution annual target bonus for employee coverage at the level calendar year in effect immediately prior to which the Date of Termination for a period of nine months. For occurs (the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii“Target Bonus”), to the extent taxable, shall be paid out payable in substantially equal installments in accordance with the Company’s regular payroll practice procedures over nine months the twelve (12) month period following the Date of Termination, commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days that occurs on or after the Release Effective Date of Termination; provided(as defined below), however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, provided that the initial payment shall will include a catch-up payment to cover amounts retroactive to the day immediately following period between the Date of Termination. Each Termination and the date of such first payment, and the remaining amounts shall be paid over the remainder of such twelve (12) month period;
(ii) a lump sum payment pursuant equal to this Agreement the product of (x) the Target Bonus and (y) a fraction, the numerator of which is intended the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable on the first payroll date that occurs on or after the Release Effective Date;
(iii) provided the Executive and his eligible dependents timely and properly elect to constitute continue health care coverage under COBRA, the Executive and such eligible dependents shall be entitled to continue to participate in such basic medical, dental and vision programs of the Company as in effect from time to time, on the same terms and conditions as applicable to active senior executives of the Company, for twelve (12) months or, if earlier, until the date the Executive becomes eligible to receive comparable coverage from another Company or is otherwise no longer eligible to receive COBRA continuation coverage; provided, however, in the event the Company determines that such provisions would subject the Executive to taxation under Section 105(h) of the Code or otherwise violate any healthcare law or regulations, then, in lieu of such continued participation in the basic medical, dental and vision programs, the Executive shall be entitled to receive a separate lump sum payment equal to the portion of the Executive’s COBRA premiums equal to 12 months of the Company subsidy of group health plan premiums for purposes the Executive and his eligible dependents, subject to applicable withholdings, which amount shall be paid on the first payroll date that occurs on or after the Release Effective Date; and
(iv) the Executive’s rights with respect to equity or equity-related awards shall be governed by the applicable terms of Treasury Regulation Section 1.409A-2(b)(2)the related plan or award agreements.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d6(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e6(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing providing the Company with a fully effective separation agreement that includes a general release of claims in substantially a form and manner reasonably satisfactory to the form attached hereto as Exhibit A Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after 35-day period following the Date of Termination:, Executive shall be entitled to the following payments and benefits (collectively the “Severance Benefits”):
(i) the Company shall pay the Executive an amount equal to nine months severance pay in the form of the continuation of Executive’s Base Salary for twelve (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii12) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing practice, beginning on the Company’s first regular payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 that occurs 35 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning . Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin each salary continuation payment is considered a separate payment;
(ii) subject to be paid no earlier than the first Company payroll date Executive’s timely election of COBRA and copayment of premium amounts at the active employees’ rate, the Executive may continue to participate in the second calendar year and, in any case, by Company’s group health and dental program until the last day earlier of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following (i) twelve (12) months from the Date of Termination, and (ii) the date the Executive becomes re-employed with benefits substantially comparable to the benefits provided under the corresponding Company plan; and
(iii) notwithstanding anything to the contrary in any Equity Award Documents, (a) 25% of the Executive’s then outstanding unvested equity awards shall vest and become fully exercisable or nonforfeitable as of the Date of Termination, and (b) Executive shall have ninety (90) days from the Date of Termination to exercise vested equity awards. Each payment pursuant Notwithstanding the foregoing, the Severance Benefit set forth in Section 7(b)(i) shall be reduced dollar for dollar by any compensation Executive receives from another employer during the period between the Date of Termination and the one year anniversary of the Date of Termination (the “Severance Benefits Period”) if the Executive becomes re-employed during such period. The Executive agrees to this Agreement is intended give prompt notice of any employment during the Severance Benefits Period and shall respond promptly to constitute a separate payment for purposes any reasonable inquiries concerning his professional activities. If the Company makes any overpayments of Treasury Regulation Section 1.409A-2(b)(2)Severance Benefits, Executive shall promptly return any such overpayments to the Company and/or hereby authorizes deductions from future Severance Benefit amounts. The foregoing shall not create any obligation on the part of the Executive to seek re-employment after the Date of Termination.
Appears in 1 contract
Samples: Employment Agreement (Aegerion Pharmaceuticals, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in substantially the form attached hereto as Exhibit A I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months the sum of (A) the Executive’s annual Base Salary plus (B) the Executive’s annual Target Variable Cash Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidentiality and Inventions Assignment Agreement entered into between the Executive and the Company, all payments of the Severance Amount shall immediately cease; and
(ii) if all equity awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution would have vested if he had remained employed for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on additional 12 months following the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAshall vest and become exercisable or nonforfeitable; and
(iii) for a period of 12 months following the amounts payable Date of Termination or until the Executive becomes covered under Section 4(b)(i) and (ii)a group health plan of another employer, whichever is earlier, subject to the extent taxableExecutive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, the Executive’s spouse and dependents under COBRA;
(iv) the Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(v) the Company shall provide outplacement services to the Executive with a provider and program selected by the Company and at a cost of up to $7,500.00.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, :
(i) subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in 21-day period following the date that the Separation Agreement and Release but in no event more is tendered by the Company to the Executive (which shall not be later than 60 days after the fifth day following the Date of Termination:
(i) and the expiration of the seven-day revocation period for the Separation Agreement, the Company shall pay the Executive an amount equal to nine months two times the sum of (x) the Executive’s Base Salary and (y) his Target Annual Bonus for the current year, or if such Target Annual Bonus has not been established, an amount equal to the Target Annual Bonus for the immediately preceding year (collectively, the “Severance Amount”). Notwithstanding The “Separation Agreement” shall be an agreement substantially in the foregoingform of Exhibit A to this Agreement, if subject to any modifications that the Executive breaches any Company reasonably determines to be necessary to maximize enforceability of the provisions contained Separation Agreement in the Restrictive Covenants Agreement, all payments of the accordance with then applicable law. The Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing 18 months, beginning on the first payroll date following that occurs after the effective date of the Separation Agreement and Release and, in any case, within 60 that is 35 days after the Date of Termination; provided, however, that if provided the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount Separation Agreement has become effective prior to the extent it qualifies as “non-qualified deferred compensation” within the meaning such first payment date. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), shall begin to be paid no earlier than each installment payment is considered a separate payment. Notwithstanding the first Company payroll date foregoing, if the Executive breaches any of the provisions contained in the second calendar year and, in any case, by the last day Section 7 of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes or materially breaches any of Treasury Regulation Section 1.409A-2(b)(2).the provisions contained in Sections 8 or 9 of this Agreement, all payments of the Severance Amount shall immediately cease;
Appears in 1 contract
Samples: Employment Agreement (Boston Private Financial Holdings Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During If, during the TermEmployment Period, if the Executive’s employment is terminated by other than as set forth in Section 7(f), the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment other than for Cause pursuant to Section 6(a)(ii)(B) or the Executive terminates his employment with Good Reason as provided in pursuant to Section 3(e6(a)(iii), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (due through the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any Date of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
Termination and (ii) all Accrued Benefits, if any, to which the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act is entitled as of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination, in each case at the time such payments are due. The Executive shall also be entitled to receive, subject to his material compliance with the restrictive covenants in Section 8 and his execution and non-revocation of the release described in Section 7(g), the following severance payments and benefits: (1) a lump sum payment equal to two (2) times the sum of (i) the Executive’s Base Salary and (ii) the amount of the Executive’s Target Bonus, (2) a lump sum payment equal to the product of (x) the Target Bonus and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, and (3) provided the Executive and his eligible dependents timely and properly elect to continue health care coverage under COBRA, with regard to the medical program, the Executive and such eligible dependents shall be entitled to continue to participate in such basic medical and life insurance programs of the Company as in effect from time to time, on the same terms and conditions as applicable to active senior executives of the Company, for twelve months or, if earlier, until the date the Executive becomes eligible to receive coverage from another employer or is otherwise no longer eligible to receive COBRA continuation coverage; provided, however, if such medical plan is “self-funded” within the Company determines that it cannot pay meaning of Code Section 105(h) at the time of termination of employment, then, in lieu of such amounts without potentially violating applicable law (includingcontinued participation in the medical program, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior shall be entitled to the Date of Termination, the Company will in lieu thereof provide to the Executive receive a taxable monthly lump sum payment in an amount equal to the portion of the Executive’s COBRA premiums equal to twelve (12) months of the Company subsidy of group health plan premiums for the Executive and his eligible dependents, subject to applicable withholdings. Subject to Section 7(i), the lump sum payments described in items (1), (2) and, if applicable, (3) in the preceding sentence shall be made within ten (10) business days of the Release Effective Date. Notwithstanding anything to the contrary contained herein, if (i) during calendar year 2016, the Company terminates the Executive’s eligible dependents employment other than for Cause or the Executive terminates his employment for Good Reason, then the lump sum payments described in items (1) and (2) shall be no greater than $3,000,000 in the aggregate, or (ii) after calendar year 2016, the Executive terminates his employment for Good Reason as a result of a diminution in his title, reporting relationships, duties or responsibilities due to continue an action taken by the Wisconsin Office of the Commissioner of Insurance, then the lump sum payments described in items (1) and (2) shall be no greater than $3,500,000 in the aggregate. If the lump sum payments described in items (1) and (2) are required to be reduced pursuant to the preceding sentence, then such payments shall be reduced in the following order until the aggregate amount of such payments is equal to $3,000,000 or $3,500,000, as applicable: (x) the lump sum payment described in item 1 shall be reduced first and (y) the lump sum payment described in item (2) shall be reduced last. The Executive’s rights with respect to equity or equity-related awards shall be governed by the applicable terms of the related plan or award agreements, subject to the next sentence. In addition, with respect to all of the Executive’s group health coverage in effect outstanding equity awards granted on and after the Date Effective Date, unless the applicable award agreement provides for greater vesting acceleration upon a termination of Termination at the CompanyExecutive’s normal rate employment by the Company without Cause or by the Executive for Good Reason, upon the termination of contribution the Executive’s employment by the Company without Cause or by the Executive for employee coverage at Good Reason, (i) the level in effect immediately prior Executive shall receive twelve (12) months of vesting acceleration on all of the Executive’s then-outstanding time-based equity awards or, if vesting is less frequent than annually, a pro rata portion, with the period from the last vesting date (or, if none, the grant date) as the numerator and the period from such last vesting date (or grant date) to the Date of Termination for a period of nine months. For next vesting date as the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) denominator and (ii), ) with respect to the extent taxableExecutive’s then-outstanding performance-based equity awards, the Executive shall be paid out in substantially equal installments in accordance with deemed to have satisfied the Company’s payroll practice over nine months commencing service-based component of such awards and shall be eligible to receive a portion of each such award based on actual performance through the first payroll date following the effective date end of the Separation Agreement and Release andapplicable performance period, in any casepro-rated to reflect the Executive’s actual service plus twelve (12) months during each performance period. Notwithstanding anything to the contrary contained herein, within 60 days after the Date of Termination; providedif, however, that if the 60-day period begins in one during calendar year and ends in a second calendar year2016, the Severance Amount Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then the immediately preceding sentence shall not apply and the Executive’s rights with respect to equity or equity-related awards shall be governed by the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A applicable terms of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)related plan or award agreements.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Executive’s Accrued Benefit. In addition, subject to the Executive signing a separation agreement general release of claims in favor of the Company and related persons and entities in substantially the form attached hereto to this Agreement as Exhibit A A, with only such changes as the Company’s counsel advises are required by applicable laws or regulation (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveexpiration of the seven-day revocation period for the Release, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive severance of one (1) year’s Base Salary at the rate of in effect on the Date of Termination, (ii) if the Date of Termination occurs on or after the date the Board determines the amount of a Discretionary Bonus payable with respect to a preceding fiscal year but prior to the payment thereof, the Company shall pay to the Executive such Discretionary Bonus, and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to nine months of the Executive’s Base Salary monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company (collectively, the “Severance Amount”). The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practices and schedule over 12 months, beginning on the first payroll date that occurs after the 30th day after the Date of Termination. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Sections 6-11 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, if Executive has been employed by the Company for a minimum of one-hundred and eighty (180) days and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months 50% of sum of (A) the Executive’s Base Salary (plus a pro-rata portion of his bonus for the “Severance Amount”)year of his employment termination, at the usual time bonuses are paid. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if upon the Date of Termination, all stock options and other stock-based awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive would have vested if she had remained employed for an additional 6 months following the Date of Termination shall vest and the Executive’s eligible dependents at the Company’s normal rate become exercisable or non-forfeitable as of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For six (6) months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine six (6) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Employment Agreement (Myomo Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During Upon the Term, if termination of the Executive’s employment is terminated by the Company without Cause as provided in Section 3(dpursuant to subsection 4(b), or by the Executive terminates the Executive’s employment for with Good Reason as provided in Section 3(epursuant to subsection 4(c), then the Company shall will pay or provide to the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement following amounts and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall pay the Executive an amount equal to nine months that portion of the Executive’s Base Salary (earned through the “Severance Amount”). Notwithstanding the foregoingDate of Termination, if the Executive breaches any of the provisions contained payable in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; andaccordance with normal payroll practices;
(ii) if the Executive properly elects an amount equal to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at annual Base Salary in effect as of the Company’s normal rate date immediately preceding the Date of contribution for employees for Termination plus a single sum payment equal to the average of the Executive’s coverage at Bonus paid or payable for the level last two calendar years preceding the Date of Termination, all payable as of the date of the first payroll that is not less than 60 days following the Date of Termination, or as soon as administratively practicable thereafter;
(iii) continued participation in effect immediately the group health insurance and group life insurance benefits which the Executive would have been eligible to participate in or receive on the day prior to the Date of Termination (“Insurance Programs”) beginning on the Date of Termination and continuing for a period of one year, but only to the extent the Executive continues to qualify for participation therein. The Company will reimburse Executive for the cost of health insurance and life insurance benefits if Executive is not permitted to continue participation in those Insurance Programs for a period of one year from the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 amount of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior these benefits will be limited to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion 110% of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate then current cost of contribution for employee coverage at providing comparable benefits under the level in effect immediately Insurance Programs.
(iv) all amounts that have vested or accrued prior to the Date of Termination for a period under all incentive compensation or employee benefit plans of nine months. For the avoidance Holding Company or Bank in accordance with the provisions of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAsuch plans; and
(iiiv) cash reimbursement for reasonable expenses (as determined by the amounts payable under Section 4(b)(iBoard in its sole discretion) actually incurred by the Executive in searching for new employment during the one-year period following the Date of Termination and (ii), limited to no greater than $20,000. Each reimbursement will be paid to the extent taxableExecutive within 30 days following the receipt by the Company of a valid claim substantiating the expense and no reimbursement will be made after one year following the year in which the expense is incurred; and
(vi) notwithstanding the foregoing, all options granted to the Executive to purchase shares of common stock of the Holding Company and all shares of restricted stock of the Holding Company (whether such options and restricted shares are vested or unvested) shall be paid out in substantially equal installments treated in accordance with the Company’s payroll practice over nine months commencing on applicable plan and award agreement(s) between the first payroll date following Holding Company and the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Executive.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, a seven (7) business day revocation period, a reaffirmation of the Executive’s obligations under Section 7 of this Agreement, and confidentiality, return of property and non-disparagement provisions, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in period required by the Separation Agreement and Release but in no event more later than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s annual Base Salary for one year (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) effective as of the Accelerated Vesting Date (as defined below): (A) 50% of all unvested stock options and other unvested stock-based awards with time-based vesting held by the Executive (other than the one-time, special long-term equity award consisting of 147,623 restricted stock units and an option to purchase 285,563 shares of the Company’s Common Stock (the “Special Award”)) shall vest and become exercisable or nonforfeitable; and (B) a pro-rata portion of all Performance-Based Awards (as defined below) held by the Executive shall become exercisable or nonforfeitable at the end of the performance period based on actual performance through the end of the performance period (and such awards shall remain outstanding through the end of the applicable performance period). Pro-ration for purposes of this subsection (ii) shall be determined based on the number of full months elapsed in the vesting period or performance period, as applicable, through the Date of Termination relative to the total number of full months in the vesting period or performance period, as applicable. Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the equity awards described in this subsection (ii), any termination or forfeiture of unvested shares underlying the equity awards that could vest pursuant to this subsection (ii) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent such equity awards do not vest pursuant to this subsection (ii). Notwithstanding the foregoing, no additional vesting of such equity awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date. For the avoidance of doubt, the Special Award shall not be subject to the accelerated vesting provisions set forth in this Section 4(b)(ii); and
(iii) if the Executive is enrolled in the Company’s group health care programs immediately prior to the Date of Termination and properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of the Company shall pay the COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of TerminationSeverance Period (as defined below); provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue for the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine monthsSeverance Period. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiiiv) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of TerminationTermination (such twelve-month period, the “Severance Period”); provided, however, that (A) if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of TerminationTermination and (B) in the event a court of competent jurisdiction finds the Executive to be in breach of his obligations under Section 7(d) of this Agreement, then the amounts payable under this Section 4(b) shall cease immediately. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Employment Agreement (Repligen Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated during the Term by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall shall, through the Date of Termination, pay the Executive his Accrued Benefit on or before the Accrued Benefittime required by law but in no event more than thirty (30) days after the Executive’s Date of Termination. In addition, :
(i) subject to the Executive signing a separation agreement general release of claims in substantially favor of the Company and related persons and entities in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after twenty-one (21)-day period (or forty-five (45)-day period, if applicable) following the Date of Termination:
Termination and the expiration of the seven (i) 7)-day revocation period for the Release, the Company shall pay the Executive an amount equal to nine months two (2) times the sum of the Executive’s Base Salary (the “Severance Amount”). One-third of the Severance Amount shall be paid out in a lump sum sixty (60) days following the Date of Termination. The remaining two-thirds Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over twenty-four (24) months, beginning on the first payroll date that occurs sixty (60) days after the Date of Termination. Solely for purposes of Section 409A of the Code, each installment payment is considered a separate payment. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects may continue to receive participate in the Company’s group health, dental and vision program for twenty-four (24) months at the Company’s expense the premiums for which will be paid by the Company on a monthly basis; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)amended.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During Upon the Term, if termination of the Executive’s employment is terminated by the Company without Cause as provided in Section 3(dpursuant to subsection 4(b) or by the Executive with Good Reason pursuant to subsection 4(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall will pay or provide to the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement following amounts and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall pay the Executive an amount equal to nine months that portion of the Executive’s Base Salary (earned through the “Severance Amount”). Notwithstanding the foregoingDate of Termination, if the Executive breaches any of the provisions contained payable in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; andaccordance with normal payroll practices;
(ii) if an amount equal to the Executive’s remaining annual Base Salary through the end of the Term plus an amount equal to the Executive’s Target Bonus for such calendar year, all payable as of the date of the first payroll following the Date of Termination and delivery of the Release (as defined in Section 5(e)) and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;
(iii) continued participation in the group health, dental & optical insurance and group life insurance benefits which the Executive properly elects would have been eligible to participate in or receive on the day prior to the Date of Termination (“Insurance Programs”) for the remainder of the Term, but only to the extent the Executive continues to qualify for participation therein. If the Executive is not permitted to continue participation in those Insurance Programs, the Company will reimburse the Executive for the costs of health insurance and life insurance benefits for the remainder of the Term; provided, however, the amount of these benefits will be limited to an amount equal to 110% of the Company’s then current cost of providing comparable benefits under the Consolidated Omnibus Budget Reconciliation Act Insurance Programs;
(iv) the Retention Bonus shall immediately vest and shall be payable on the first payday of 19852024;
(v) all amounts that have vested or accrued prior to or on the Date of Termination (or otherwise are or become payable to the Executive) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or the Bank in accordance with the provisions of such plans and past practices of the Holding Company or the Bank, as amended (“COBRA”)including without limitation, nine months any contributions or matches related to those amounts. For purposes of COBRA premiums clarification, the intent of this Section is for the Executive and to receive all amounts attributable to the Executive’s eligible dependents at participation in such plans, as now or hereafter existing, up to and including the Company’s normal rate Date of contribution for employees for Termination, regardless of whether the Executive’s coverage at amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the level in effect immediately Date of Termination, and the Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the Date of Termination if not capable of being calculated, paid, deposited or credited prior to the Date of Termination; providedand
(vi) notwithstanding the foregoing, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide all options granted to the Executive a taxable monthly payment in an amount equal to the portion purchase shares of common stock of the COBRA premiums for Holding Company and all shares of restricted stock and restricted stock units of the Executive Holding Company (whether such options and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiirestricted shares and units are vested or unvested) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments treated in accordance with the Company’s payroll practice over nine months commencing on applicable plan and award agreement(s) between the first payroll date following Holding Company and the effective date Executive. For purposes of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar yearclarity, the Severance Amount to Company and the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, Executive agree that a termination by the last day of such 60-day period; provided, further, Company that is not for Cause or a termination by the initial payment Executive for Good Reason shall include be treated as a catch-up payment to cover amounts retroactive to retirement under the day immediately following applicable plan and award agreements between the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Holding Company and Executive.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to the Executive signing a separation and release agreement substantially in substantially the form attached hereto as Exhibit A I (the “Separation Agreement and Release”) and ), the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination, and the Executive not breaching any of her post-employment contractual obligations to the Company:
(i) the Company shall pay the Executive an amount equal to nine the sum of 9 months of the Executive’s then current Base Salary Salary;
(ii) the “Company shall pay an amount equal to the sum of 9 months of Target Variable Cash Compensation for the fiscal year in which Executive’s employment terminates, which shall be payable in accordance with Section 2(b); and
(iii) all time-based equity awards held by the Executive in which the Executive would have vested if he had remained employed for an additional 12 months following the Date of Termination shall vest and become exercisable or nonforfeitable; and
(iv) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and timely elects continued group health coverage pursuant to COBRA, then for a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, the Company shall pay the same portion of premiums that it pays for active employees for the same level of group medical coverage as in effect for Executive on the Termination Date. Executive will be responsible for paying the remaining portion of the premiums for such coverage as if Executive remained employed. Executive authorizes the deduction of the portion for which she is responsible from the Severance Amount”). Executive may continue coverage after this period at her own expense for the remainder of the COBRA continuation period, subject to continued eligibility. Notwithstanding the foregoing, if the Company determines at any time that its payments pursuant to this paragraph may be taxable income to Executive, it may convert such payments to payroll payments directly to Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at on the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior regular payroll dates, which shall be subject to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive tax-related deductions and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; andwithholdings.
(iiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, severance amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 9 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, severance amount shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(vi) the Company shall provide outplacement services to the Executive with a provider and program selected by the Company and at a cost of up to $7,500.00.
(vii) The receipt of any severance payments or benefits pursuant to Section 5 shall be subject to Executive not violating any of Executive’s post-employment contractual obligations, including Executive’s obligations set forth in the Confidentiality and Inventions Assignment Agreement, dated April 9, 2010 (the “Confidentiality Agreement”). In the event Executive breaches any of Executive’s post-employment obligations, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which the Executive may otherwise be entitled pursuant to Section 5 and shall be permitted to recover any severance payments or benefits provided, without affecting the Executive’s release or Executive’s obligations under the Separation and Release Agreement.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d1(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e1(e), then the Company shall shall, through the date of termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement general release of claims in substantially favor of the Company and related persons and entities in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) within the 21-day period following the date of termination and the Separation Agreement and Release becoming fully effectiveexpiration of the seven-day revocation period for the Release, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months 50 percent of the Executive’s Base Salary then annual base salary (the “Severance Amount”). Notwithstanding The Severance Amount shall be paid out in substantially equal installments in accordance with the foregoingCompany’s payroll practice over six months, beginning on the first payroll date that occurs 30 days after the date of termination; provided that if the Executive breaches commences any employment or self-employment prior to the completion of such six-month period, payment of the provisions contained in Severance Amount as provided herein shall cease effective as of the Restrictive Covenants Agreement, all payments date of commencement of such employment or self-employment; and provided further that payment of the Severance Amount shall cease immediately cease; and
upon the death of the Executive. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (ii) if the “Code”), each installment payment is considered a separate payment. Subject to the Executive’s copayment of premium amounts at the active employees’ rate, the Executive properly elects may continue to receive participate in the Company’s group health, dental and vision program for six months; provided, however, that the continuation of health benefits under this Section shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for ; and provided further that if the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately commences any employment or self-employment prior to the Date completion of Termination; providedsuch six-month period, however, if the continuation of health benefits as provided herein shall cease effective as of the date of commencement of such employment or self-employment. The Executive shall give prompt notice to the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)date of commencement of any employment or self-employment, provided that and shall respond promptly to any reasonable inquiries from the Company concerning any employment or self-employment, in which the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, engages while benefits are payable by the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)hereunder.
Appears in 1 contract
Samples: Severance Agreement (Ezenia Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s (9) months’ Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For (9) months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) upon the Date of Termination, all stock options and other stock-based awards held by the Executive in which the Executive would have vested if he had remained employed for an additional six months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination; and
(iv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, ) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Employment Agreement (Aerpio Pharmaceuticals, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement and a reaffirmation of the Executive’s existing restrictive covenants, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all irrevocable within the time frame period set forth in the Separation Agreement and Release but Release, and in no event more longer than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”)Salary. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination for a period and elects COBRA health continuation, then, subject to the Executive’s copayment of nine months. For premium amounts at the avoidance of doubtactive employees’ rate, the taxable payments described above may be used Company shall pay the remainder of the premiums for the Executive’s participation in the Company’s group health plan: (I) for 12 months; (II) until the Executive becomes eligible for group medical care coverage through other employment; or (III) for the Executive’s COBRA health continuation period, whichever ends earliest; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any purpose, including, but not limited to, continuation coverage under COBRAreasonable inquires related to COBRA eligibility; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The exercise of any stock options and other stock-based awards held by the Executive at the time of such termination shall be subject to the terms of the Equity Documents.
Appears in 1 contract
Samples: Employment Agreement (Advanced Cell Technology, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months to: (A) the sum of (1) the Executive’s then current Base Salary plus (2) the Executive’s target annual incentive compensation for the then-current year (the “Severance Cash Severance”); and (B) a pro- rated portion of the target annual incentive compensation based on actual achievement of performance objectives for the year of termination which shall be pro-rated based upon the number of days in the year of termination through the Date of Termination relative to 365 (less any amounts previously paid) (the “Incentive Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidentiality Agreement (as defined below), all payments of each of the Cash Severance and Incentive Amount shall immediately cease; and
(ii) if upon the Date of Termination, all stock options and other stock- based awards that are subject to time-based vesting in which the Executive properly elects to receive benefits under would have vested if he had remained employed for an additional 12 months following the Consolidated Omnibus Budget Reconciliation Act Date of 1985, Termination shall vest and become exercisable or nonforfeitable as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, however that accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the award agreement governing a particular equity award; and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company (the “COBRA Amount”); and
(iiiiv) the amounts payable under Section 4(b)(i) Cash Severance and (ii), to the extent taxable, COBRA Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Cash Severance and the COBRA Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement The Incentive Amount shall be paid at the same time such annual incentive compensation is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)otherwise paid by the Company.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive resigning as a member of the Board, as applicable, and signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within effective no later than sixty (60) days following the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationTermination Date:
(i) the Company shall pay the Executive an amount equal to nine twelve (12) months of the Executive’s Base Salary, (prior to any reduction in Base Salary triggering a resignation for Good Reason, if applicable) plus any incentive compensation earned with respect to any completed calendar year period but unpaid as of the Date of Termination (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if upon the Date of Termination, notwithstanding any other provision contained in any applicable option agreement or other stock-based award agreement, all stock options and other stock-based awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive would have vested if he had remained employed for an additional six (6) months following the Date of Termination shall vest and the Executive’s eligible dependents at the Company’s normal rate become exercisable or nonforfeitable as of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination for a period of nine months. For and elects COBRA health continuation, then the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), Company shall pay to the extent taxable, shall be paid out in substantially equal installments in accordance with Executive a monthly cash payment until the Company’s payroll practice over nine earlier of (a) 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant , (b) the end of the Executive’s COBRA health continuation period, or (c) the date the Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (and the Executive’s eligibility for any such benefits shall be promptly reported by the Executive to this Agreement is intended the Company), in an amount equal to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In additionaddition and provided that the Date of Termination does not occur within the Protection Period as defined in Section 5 hereof, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, and a noncompetition agreement with terms substantially similar to the Restrictive Covenants Agreement (defined in Section 7 hereof), such separation agreement to be in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of one (1) times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding , provided in the foregoing, if event the Executive breaches is entitled to any of the provisions contained in payments pursuant to the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately ceasewill be reduced by the amount the Executive is paid pursuant to the Restrictive Covenants Agreement (the “Restrictive Covenants Agreement Setoff”); and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine monthstwelve (12) months or the Executive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the The amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2l.409A-2(b)(2). The receipt of severance payments and benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenants Agreement and the Separation Agreement and Release. In the event Executive breaches any of the provisions of either such agreement, in addition to all other available legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 (including without limitation the Severance Amount) without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in pursuant to Section 3(e4(f), then the Executive shall be entitled to the following subject to Section 6:
(i) The Company shall pay the Executive any accrued but unpaid Bonus earned for the Accrued Benefit. In additionrelevant performance period (if any), subject including any pro rata portion thereof earned as of the Termination Date (which payment shall be made at the time all other bonuses are paid pursuant to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the ExecutiveCompany’s Base Salary (the “Severance Amount”Bonus Program). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) if Subject to the Executive properly elects to receive benefits timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months the Company shall continue to contribute to the premium cost of COBRA premiums for the Executive’s participation and that of his eligible dependents’ in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan) which covers the Executive (and the Executive’s eligible dependents at dependents) for a period of twelve (12) months, provided (x) the Executive pay the remainder of the premium cost of such participation by payroll deduction (if any), (y) the Executive is eligible and remains eligible for COBRA coverage; and (z) the Executive reports to the Company on a monthly basis any health care premium payments received from another employer during such twelve-month period, as such amounts shall be deducted from any Company’s normal rate -paid COBRA premium contribution. If the reimbursement of contribution for employees for any COBRA premiums would violate the nondiscrimination rules or cause the reimbursement of claims to be taxable under the Patient Protection and Affordable Care Act of 2010, together with the Health Care and Education Reconciliation Act of 2010 (collectively, the “Act”) or Section 105(h) of the Internal Revenue Code (the “Code”), the Company paid premiums shall be treated as taxable payments and be subject to imputed income tax treatment to the extent, necessary to eliminate any discriminatory treatment or taxation under the Act or Section 105(h) of the Code. If the Executive’s coverage at the level in effect immediately prior participation or that of his eligible dependents’ participation would give rise to the Date of Termination; provided, however, if penalties or taxes against the Company determines that it cannot pay such amounts without potentially violating applicable law (includingunder the Act, without limitation, Section 2716 of as determined by the Public Health Service Act), provided that the Executive is enrolled Company in the Company’s health care programs immediately prior to the Date of Terminationits sole discretion, the Company will in lieu thereof provide shall instead make cash payments to the Executive a taxable over the same period in monthly payment installments in an amount equal to the Company’s portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s monthly cost of providing such benefits under its group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution plan for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAsuch period; and
(iii) The Company shall pay the amounts payable under Section 4(b)(iExecutive severance in an amount equal to one times the Base Salary at the rate in effect on the Termination Date (but without giving effect to any reduction if one or all of the bases for the Executive’s resignation for Good Reason is a reduction in compensation) and in twenty-four (ii), to the extent taxable, shall be paid out in substantially 24) equal installments (totaling twelve months) as set forth in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)6.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s their employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the their Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of one times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), or the Executive terminates employment at the end of the Term after the Company provides notice of intent not to renew pursuant to Section 1 for reasons other than would provide grounds for a Cause termination, then the Company shall pay the Executive the Accrued Benefit. In additionshall, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after through the Date of Termination, pay the Executive his or her Accrued Benefits. If the Executive signs a general release of claims substantially in the form which is attached as Exhibit A to this Agreement) (the “Release”) within twenty-one (21) days of the receipt of the form of the Release (extended to forty-five (45) days in the event of a group termination or exit incentive program) and does not revoke such Release during the seven-day revocation period:
(i) i. the Company shall pay the Executive an amount equal to nine months one time the sum of the Executive’s most recent Base Salary and target Annual Bonus (but determined prior to any action involving Base Salary that would constitute Good Reason) (the “Severance Amount”). Notwithstanding To the foregoingextent that such Severance Amount exceeds the 409A Separation Pay Limit (as defined below), if such amount shall be paid in a single lump sum on the Executive breaches any regular payroll date of the provisions contained in Company, pertaining to then current salaried Executives of the Restrictive Covenants AgreementCompany, all payments (“payroll date”) next following the first anniversary date of the Executive’s Date of Termination. The portion of the Severance Amount that does not exceed the 409A Separation Pay Limit shall immediately ceasebe paid in substantially equal amounts on each payroll date over a one-year period; and
ii. the Company shall pay the Executive an amount in cash equal to the Company’s premium amounts paid for coverage of Executive at the time of the Executive’s termination of coverage under the Company’s group medical, dental and vision programs for a period of twelve (12) months, to be paid directly to the Executive at the same times such payments would be paid on behalf of a current Executive for such coverage; provided, however:
1. No payments shall be made under this paragraph (ii) if unless and until the Executive properly timely elects continued coverage under such plan(s) pursuant to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, 1985 as amended (“COBRA”), nine months ;
2. This paragraph (ii) shall not be read or construed as placing any restrictions upon amounts paid under this paragraph (ii) as to their use;
3. Payments under this paragraph (ii) shall cease as of COBRA premiums for the earliest to occur of the following:
a. the Executive is no longer eligible for and continuing to receive the Executive’s COBRA coverage elected in subparagraph (A);
b. the time period set forth in the first sentence of this paragraph (ii);
c. the date on which the Executive first becomes eligible dependents at to enroll in a group health plan in which eligibility is based on employment with an employer, and
d. if the Company in good faith determines that payments under this paragraph (ii) would result in a discriminatory health plan pursuant to the Patient Protection and Affordable Care Act of 2010, as amended.
iii. If the Executive has opted out of the Company’s normal rate of contribution for employees for group medical, dental and vision programs during the Executive’s coverage at the level year in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Terminationwhich termination occurs, the Company will in lieu thereof provide shall add to the Executive a taxable monthly payment in Severance Amount an amount equal to the portion twelve (12) months of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate monthly amount paid to Executives who opt out from such coverage.
iv. Each individual payment of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable Severance Amount under Section 4(b)(i) and (ii5(b)(i), to the extent taxableSection 5(b)(ii), and Section 5(b)(iii) of this Agreement, shall be paid out in substantially equal installments in accordance with deemed to be a separate “payment” for purposes and within the Company’s payroll practice over nine months commencing on the first payroll date following the effective date meaning of the Separation Agreement and Release and, in any case, within 60 days after the Date Treasury Regulation Section 1.409A-2(b)(2)(iii).
v. Each individual payment of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as under Section 5(b)(i), Section 5(b)(ii), and Section 5(b)(iii) of this Agreement, which are considered “non-qualified deferred compensation” within (“NQDC”) under Section 409A shall be made on the meaning date(s) provided herein and no request to accelerate or defer any such payment under this Agreement shall be considered or approved for any reason whatsoever, except as permitted under Section 409A and as the Company allows in its sole discretion. The Company may in its sole discretion accelerate or defer (but not beyond the time limit set forth below) any severance payments which do not constitute NQDC in order to allow for the payment of taxes due, but not beyond the time limit specified for such payment such that the payment would be treated as NQDC. Subject to the requirements of Section 409A, if any severance payment or reimbursement under Section 5(b) of this Agreement is determined in good faith by the Company to constitute NQDC payable to a “specified Executive” as defined under Section 409A, then the Company shall make any such payment not earlier than the earlier of: (x) the first payroll date which is six (6) months following the Executive’s separation from service (as defined under Section 409A) with the Company, or (y) the date of Executive’s death.
vi. for purposes of this Section 5, “Section 409A” means Section 409A of the CodeInternal Revenue Code of 1986, shall begin to be paid no earlier than as amended, and the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)regulations thereunder.
Appears in 1 contract
Samples: Employment Agreement (Mana Capital Acquisition Corp.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months to: (A) the sum of (1) the Executive’s then current Base Salary plus (2) the Executive’s target annual incentive compensation for the then-current year (the “Severance Cash Severance”); and (B) a pro-rated portion of the annual incentive compensation based on actual achievement of performance objectives for the year of termination which shall be pro-rated based upon the number of days in the year of termination through the Date of Termination relative to 365 (less any amounts previously paid) (the “Incentive Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidentiality Agreement (as defined below), all payments of each of the Cash Severance and Incentive Amount shall immediately cease; and
(ii) if upon the Date of Termination, all stock options and other stock-based awards that are subject to time-based vesting in which the Executive properly elects to receive benefits under would have vested if he had remained employed for an additional 12 months following the Consolidated Omnibus Budget Reconciliation Act Date of 1985, Termination shall vest and become exercisable or nonforfeitable as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, however that accelerated vesting of any such equity awards that are subject to performance-based vesting shall be subject to the terms and conditions of the award agreement governing a particular equity award; and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company (the “COBRA Amount”); and
(iiiiv) the amounts payable under Section 4(b)(i) Cash Severance and (ii), to the extent taxable, COBRA Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Cash Severance and the COBRA Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement The Incentive Amount shall be paid at the same time such annual incentive compensation is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)otherwise paid by the Company.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount severance pay equal to nine months seventy-five percent (75%) of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 shall discharge the cost of the Public Health Service Act), provided that Executives private health insurance cover then in force for 9 months after the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; andDate.
(iii) the amounts amount payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 9 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Separation Agreement and Release and the Employee Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. Each payment In the event Executive breaches either such agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to this Section 4 without affecting the Executive’s release or Executive’s obligations under the Employee Agreement is intended to constitute a separate payment for purposes and the Separation Agreement and Release. For the avoidance of Treasury Regulation Section 1.409A-2(b)(2)doubt, the parties expressly agree that nothing in this clause shall in any way effect the Executives statutory or common law rights.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary plus any incentive compensation earned (as determined by the Board or the Compensation Committee) but unpaid as of the Date of Termination (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in of the Restrictive Covenants Confidentiality Agreement or Section 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s 's employment is terminated by the Company without Cause as provided in Section 3(d2(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e2(e) and, in the case of clauses (i), (ii) and (iii) below, such termination is not a termination described in Section 4, then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement general release of claims and affirmation of restrictive covenants in favor of the Company and related persons and entities substantially in the form of Exhibit A attached hereto as Exhibit A (the “Separation Agreement "Release and Release”Affirmation") and the Separation Agreement Release and Release Affirmation becoming irrevocable and fully effectiveeffective and, all if applicable, the Executive resigning as a member of the Board, within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) subject to clause (iv) below, the Company shall pay the Executive the sum of (1) an amount equal to nine months 2.0 times the sum of (A) the Executive’s Base Salary 's annual base salary and (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(iiB) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level 's target bonus in effect immediately prior to the Date of Termination and (2) a pro-rata target annual cash bonus for the portion of the then-current year which has elapsed as of the Date of Termination, in each case calculated without giving effect to any reductions in annual base salary or target bonus following the Effective Date (the "Severance Amount");
(ii) if the Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a period monthly cash payment for twelve (12) months or the Executive's COBRA health continuation period, whichever ends earlier, in an amount equal to the cost of nine months. For the avoidance of doubt, the taxable payments described above COBRA continuation coverage (which amount shall not include any gross-up with respect to any taxes that may be used owed with respect to such payment);
(iii) if the Executive was participating in the Company's group term life insurance plan immediately prior to the Date of Termination, then the Company shall pay to the Executive a monthly cash payment for any purpose, including, but not limited to, continuation coverage under COBRAtwelve months in an amount equal to the monthly employer contribution that the Company would have made to provide such group term life insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under Section 4(b)(i3(b)(i), (ii) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s 's payroll practice over nine twelve months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after immediately following the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(v) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, any options, restricted stock units or other equity awards (hereinafter referred to as an "equity award") which are subject only to time-based vesting provisions, including for the avoidance of doubt, any equity awards for which a performance target has already been met and are immediately prior to the Date of Termination subject only to time-based vesting provisions (such awards, "Time-vested Awards") that were not vested immediately prior to the Date of Termination shall fully vest and, if applicable, settle upon such termination; and
(vi) notwithstanding anything to the contrary in any applicable equity award agreement, any equity award subject to performance-based vesting (such awards, "Performance Awards") shall remain outstanding through the applicable performance period and, at the end of the applicable performance period, the Performance Award shall vest and be settled based on the actual performance during the performance period (with (1) any time-based vesting that may be applicable in addition to the performance-based vesting treated as fully satisfied upon the expiration of the performance period and (2) any individual performance metrics applicable to the Executive deemed achieved at the target level of performance); and any portion of such Performance Award that does not vest based on actual performance during the performance period shall be immediately forfeited and cancelled by the Company.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the TermExcept as provided in Section 1(b), if during the Employment Period the Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 3(e6(a), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i) a pro rata bonus for the year of termination but, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2015 Equity Incentive Plan), only to the extent performance goals for the calendar year of termination are achieved, payable at the same time bonuses are paid for such year but in no event later than March 15 of the fiscal year following his termination;
(ii) continued payment of his Base Salary, at the rate in effect on his last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of twelve (12) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company;
(iii) continued payment by the Company shall pay for the Executive an amount equal Executive’s life and health insurance coverage for twelve (12) months to nine months the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s Base Salary (employment and subject to the “Severance Amount”)eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the foregoing, (A) if any plan pursuant to which the Executive breaches any Company is providing such coverage is not, or ceases prior to the expiration of the provisions contained in period of continuation coverage to be, exempt from the Restrictive Covenants Agreement, all payments application of Section 409A of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”) (“Section 409A”) under Treasury Regulation Section 1.409A-1(a)(5), nine months of COBRA premiums for or (B) the Company is otherwise unable to continue to cover the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level under its group health plans, then, in effect immediately prior to the Date of Termination; providedeither case, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for monthly plan premium payment shall thereafter be paid to the Executive and as currently taxable compensation in substantially equal monthly installments over the twelve (12) month period (or the remaining portion thereof);
(iv) payment equal to one (1) times the Executive’s eligible dependents to continue target annual bonus for the year of termination. The payment provided for in this paragraph (iv) shall be made in a lump sum on the first anniversary of the date of the Executive’s group health coverage in effect on the Date termination of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAemployment; and
(iiiv) vesting as of the amounts payable under Section 4(b)(i) and (ii), last day of his employment in any unvested portion of any equity awards previously granted to the extent taxable, shall be paid out in substantially equal installments in accordance with Executive by the Company’s payroll practice over nine months commencing on Company (including the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of TerminationSpecial Award); provided, however, that the Company may, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2015 Equity Incentive Plan) with respect to awards the vesting of which is conditioned on the achievement of performance goals, condition accelerated vesting on the ultimate achievement of the performance goals, in which case such awards shall remain outstanding until certification of achievement of the performance goals, and such awards shall vest or be forfeited as of such certification date based on the level of achievement of the performance goals. None of the benefits described in this Section 6(c) (the “Severance Payment”) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within forty-five (45) days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, and its trustees, directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. Any payment conditioned on execution of the general release that was not made because the general release was not signed and had not become irrevocable shall be made within ten (10) days after the general release becomes irrevocable, provided that as to payments and benefits which are subject to Section 409A if the 60end of the forty-five (45) day plus seven (7) day revocation period begins in one calendar year and ends occurs in a second calendar yearyear subsequent to the year in which the termination of employment occurs, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to payments will be paid no earlier than the first Company payroll date made in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationsubsequent year. Each payment Any payments delayed pursuant to this Section 6(c) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement is intended to constitute a separate shall be paid or provided in accordance with the normal payment dates specified for purposes of Treasury Regulation Section 1.409A-2(b)(2)them herein.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During Upon the Term, if termination of the Executive’s employment is terminated by the Company without Cause as provided in Section 3(dpursuant to subsection 4(b), or by the Executive terminates the Executive’s employment for with Good Reason as provided in Section 3(epursuant to subsection 4(c), then the Company shall will pay or provide to the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement following amounts and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall pay the Executive an amount equal to nine months that portion of the Executive’s Base Salary (earned through the “Severance Amount”). Notwithstanding the foregoingDate of Termination, if the Executive breaches any of the provisions contained payable in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; andaccordance with normal payroll practices;
(ii) if an amount equal to the Executive’s annual Base Salary in effect as of the date immediately preceding the Date of Termination plus a single sum payment equal to the average of the Executive’s cash bonuses paid or payable for the last two calendar years preceding the Date of Termination, all payable as of the date of the first payroll following the Date of Termination and delivery of the Release (as defined in Section 5(d)) and the lapse of all applicable revocation periods, or as soon as administratively practicable thereafter;
(iii) continued participation in the group health insurance and group life insurance benefits which the Executive properly elects would have been eligible to participate in or receive on the day prior to the Date of Termination (“Insurance Programs”) beginning on the Date of Termination and continuing for a period of one year (“Benefit Continuation Term”), but only to the extent the Executive continues to qualify for participation therein. If the Executive is not permitted to continue participation in those Insurance Programs, the Company will reimburse the Executive for the costs of health insurance and life insurance benefits for the Benefit Continuation Term; provided, however, the amount of these benefits will be limited to an amount equal to 110% of the Company’s then current cost of providing comparable benefits under the Consolidated Omnibus Budget Reconciliation Act Insurance Programs;
(iv) all amounts that have vested or accrued prior to or on the Date of 1985Termination (or otherwise are or become payable to the Executive) under all incentive compensation or other qualified and non-qualified employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans and past practices of Holding Company or Bank, as amended (“COBRA”)including without limitation, nine months any Bank contributions or matches related to those amounts. For purposes of COBRA premiums clarification, the intent of this Section is for the Executive and to receive all amounts attributable to the Executive’s eligible dependents at participation in such plans, as now or hereafter existing, up to and including the Company’s normal rate Date of contribution for employees for Termination, regardless of whether the Executive’s coverage at amounts are historically deposited or credited to individual employee accounts or subject to Board of Director approval on a date beyond the level in effect immediately Date of Termination, and Bank agrees to compute and pay, deposit or credit all such amounts as soon as possible after the Date of Termination if not capable of being calculated, paid, deposited or credited prior to the Date of Termination; provided, however, if and
(v) cash reimbursement for reasonable expenses (as determined by the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that Board in its sole discretion) actually incurred by the Executive is enrolled in searching for new employment during the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on one-year period following the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior and limited to no greater than $20,000. Each reimbursement will be paid to the Date Executive within 30 days following the receipt by the Company of Termination for a period of nine months. For valid claim substantiating the avoidance of doubt, expense and no reimbursement will be made after one year following the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAyear in which the expense is incurred; and
(iiivi) notwithstanding the amounts payable under Section 4(b)(i) and (ii)foregoing, all options granted to the extent taxable, Executive to purchase shares of common stock of the Holding Company and all shares of restricted stock of the Holding Company (whether such options and restricted shares are vested or unvested) shall be paid out in substantially equal installments treated in accordance with the Company’s payroll practice over nine months commencing on applicable plan and award agreement(s) between the first payroll date following Holding Company and the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Executive.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s 's employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to (i) the Executive signing a separation agreement containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, and a noncompetition agreement with terms substantially similar to the Restrictive Covenants Agreement (as defined below), and which shall provide that if the Executive breaches any provision of the Restrictive Covenants Agreement or any other continuing obligations the Executive has to the Company, then all payments of the Severance Amount shall immediately cease, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “"Separation Agreement and Release”") and (ii) the Separation Agreement and Release becoming fully effectiveirrevocable, all within 60 days after the time frame Date of Termination (or such shorter period as set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Release):
(i) the Company shall pay the Executive an amount equal to nine months of one (1) times the Executive’s 's Base Salary (the “"Severance Amount”"). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s 's group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect (medical, dental and/or vision) plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine monthstwelve (12) months or the Executive's COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the The amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s 's payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). For the avoidance of doubt, neither Section 4 nor Section 5 of this Agreement shall apply to the ending of the Executive’s employment if the Term ends on December 31, 2022 in accordance with Section 1(a) of this Agreement. If the Executive’s employment ends on December 31, 2022, then the Executive shall be entitled to the Accrued Benefit but shall not be entitled to any severance pay or benefits under this Agreement or otherwise.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s her employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the her Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of one times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 12 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s their employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the their Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially a form and satisfactory to the form attached hereto as Exhibit A Company containing, among other provisions, a general release of claims in favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement provisions, a reaffirmation of all of the Executive’s Continuing Obligations, a twelve-month post-employment noncompetition provision and a seven business-day revocation period, and which provides that if the Executive breaches any of the Executive’s Continuing Obligations, all payments of the Severance Amount shall immediately cease (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable and fully effectiveeffective and, if applicable, the Executive resigning as a member of the Board of Directors, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter time period provided in the Separation Agreement and Release):
(i) the Company shall pay the Executive an amount equal to nine months 0.75 times the sum of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and;
(ii) notwithstanding anything to the contrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the Executive in which such stock option or other stock-based award would have vested if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), had remained employed for an additional nine months following the Date of COBRA premiums for the Executive Termination shall vest and the Executive’s eligible dependents at the Company’s normal rate become exercisable or nonforfeitable as of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, ;
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; andmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company;
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); and
(v) The Severance Amount which Executive is paid or for which Executive is eligible in any calendar year shall be reduced by the amount of Garden Leave Pay (as defined in the Restrictive Covenants Agreement) paid to Executive in such calendar year.
Appears in 1 contract
Samples: Employment Agreement (AVROBIO, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, a seven (7) business day revocation period, a reaffirmation of the Executive’s obligations under Section 7 of this Agreement, and confidentiality, return of property and non-disparagement provisions, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in period required by the Separation Agreement and Release but in no event more later than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s annual Base Salary for one year (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) effective as of the Accelerated Vesting Date (as defined below): (A) 50% of all unvested Time-Based Awards (as defined below) held by the Executive (other than the one-time, special long-term equity award consisting of 147,623 restricted stock units and an option to purchase 285,563 shares of the Company’s Common Stock (the “Special Award”)) shall vest and become exercisable or nonforfeitable; and (B) a pro-rata portion of all Performance-Based Awards (as defined below) held by the Executive shall become exercisable or nonforfeitable at the end of the performance period based on actual performance through the end of the performance period (and such awards shall remain outstanding through the end of the applicable performance period). Pro-ration for purposes of this subsection (ii) shall be determined based on the number of full months elapsed in the vesting period or performance period, as applicable, through the Date of Termination relative to the total number of full months in the vesting period or performance period, as applicable. Notwithstanding anything to the contrary in the applicable plans and/or award agreements governing the equity awards described in this subsection (ii), any termination or forfeiture of unvested shares underlying the equity awards that could vest pursuant to this subsection (ii) and otherwise would have occurred on or prior to the Accelerated Vesting Date will be delayed until the Accelerated Vesting Date and will occur only to the extent such equity awards do not vest pursuant to this subsection (ii). Notwithstanding the foregoing, no additional vesting of such equity awards shall occur during the period between the Executive’s Date of Termination and the Accelerated Vesting Date. For the avoidance of doubt, the Special Award shall not be subject to the accelerated vesting provisions set forth in this Section 4(b)(ii); and
(iii) if the Executive is enrolled in the Company’s group health care programs immediately prior to the Date of Termination and properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of the Company shall pay the COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of TerminationSeverance Period (as defined below); provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue for the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine monthsSeverance Period. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiiiv) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of TerminationTermination (such twelve-month period, the “Severance Period”); provided, however, that (A) if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of TerminationTermination and (B) in the event a court of competent jurisdiction finds the Executive to be in breach of his obligations under Section 7(d) of this Agreement, then the amounts payable under this Section 4(b) shall cease immediately. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Employment Agreement (Repligen Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. During the TermExcept as provided in Section 1(b), if during the Employment Period the Company terminates the Executive’s employment is terminated by the Company without Cause as provided in pursuant to Section 3(d5(b), or the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to Section 5(c), the Executive shall be entitled to receive, in addition to the items referenced in Section 3(e6(a), then the Company shall pay the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationfollowing:
(i) a pro rata bonus for the year of termination but, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2015 Equity Incentive Plan), only to the extent performance goals for the calendar year of termination are achieved, payable at the same time bonuses are paid for such year but in no event later than March 15 of the fiscal year following his termination;
(ii) continued payment of his Base Salary, at the rate in effect on his last day of employment (but in no event in an annual amount less than as set forth in Section 4(a)), for a period of thirty six (36) months; provided, that if such termination occurs during the Renewal Term, the period of continued payment of Base Salary shall be a period of twenty four (24) months. Such amount shall be paid in approximately equal installments on the Company’s regularly scheduled payroll dates, subject to all legally required payroll deductions and withholdings for sums owed by the Executive to the Company;
(iii) continued payment by the Company shall pay for the Executive an amount equal Executive’s life and health insurance coverage for twenty four (24) months to nine months the same extent that the Company paid for such coverage immediately prior to the termination of the Executive’s Base Salary (employment and subject to the “Severance Amount”)eligibility requirements and other terms and conditions of such insurance coverage. Notwithstanding the foregoing, (A) if any plan pursuant to which the Executive breaches any Company is providing such coverage is not, or ceases prior to the expiration of the provisions contained in period of continuation coverage to be, exempt from the Restrictive Covenants Agreement, all payments application of Section 409A of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act Internal Revenue Code of 19851986, as amended (the “COBRACode”) (“Section 409A”) under Treasury Regulation Section 1.409A-1(a)(5), nine months of COBRA premiums for or (B) the Company is otherwise unable to continue to cover the Executive and under its group health plans, then, in either case, an amount equal to the monthly plan premium payment shall thereafter be paid to the Executive as currently taxable compensation in substantially equal monthly installments over the twenty-four (24) month period (or the remaining portion thereof);
(iv) payments equal to three (3) times the Executive’s eligible dependents at target annual bonus for the Company’s normal rate year of contribution termination, provided, that if such termination occurs during the Renewal Term, payment shall equal two (2) times the target annual bonus for employees the year of termination. The payments provided for in this paragraph (iv) shall be made in three equal installments on the first three anniversaries of the date of the Executive’s coverage at the level in effect immediately prior to the Date termination of Terminationemployment; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (includingtermination occurs during the Renewal Term, without limitation, Section 2716 payment shall be in two equal installments on the first two anniversaries of the Public Health Service Act), provided that date of the Executive is enrolled Executive’s termination of employment;
(v) vesting in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the any unvested portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage Promotion Award, which vested amount shall be paid or delivered within thirty (30) days of termination, as set forth in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRASection 4(c) above; and
(iiivi) vesting as of the amounts payable under Section 4(b)(i) and (ii), last day of his employment in any unvested portion of any equity awards previously granted to the extent taxable, shall be paid out in substantially equal installments in accordance with Executive by the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that the Company may, in connection with a termination other than a termination at or after a “Change of Control” (as defined in the RLJ Lodging Trust 2015 Equity Incentive Plan) with respect to awards the vesting of which is conditioned on the achievement of performance goals, condition accelerated vesting on the ultimate achievement of the performance goals, in which case such awards shall remain outstanding until certification of achievement of the performance goals, and such awards shall vest or be forfeited as of such certification date based on the level of achievement of the performance goals. None of the benefits described in this Section 6(c) (the “Severance Payment”) will be payable unless the Executive has signed a general release (attached hereto as Exhibit A) within forty-five (45) days of date of termination, which has (and not until it has) become irrevocable, satisfactory to the Company in the reasonable exercise of its discretion, releasing the Company, its affiliates, and its trustees, directors, officers and employees, from any and all claims or potential claims arising from or related to the Executive’s employment or termination of employment. Any payment conditioned on execution of the general release that was not made because the general release was not signed and had not become irrevocable shall be made within ten (10) days after the general release becomes irrevocable, provided that as to payments and benefits which are subject to Section 409A if the 60end of the forty-five (45) day plus seven (7) day revocation period begins in one calendar year and ends occurs in a second calendar yearyear subsequent to the year in which the termination of employment occurs, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to payments will be paid no earlier than the first Company payroll date made in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationsubsequent year. Each payment Any payments delayed pursuant to this Section 6(c) shall be paid to the Executive in a lump sum, and all remaining payments due under this Agreement is intended to constitute a separate shall be paid or provided in accordance with the normal payment dates specified for purposes of Treasury Regulation Section 1.409A-2(b)(2)them herein.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if If the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall shall, through the Date of Termination, pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing entering into and not revoking a separation agreement in substantially a form reasonably agreeable to the form attached hereto as Exhibit A Company (the “Separation Agreement and ReleaseAgreement”) pursuant to which Executive’s obligations shall be limited to: (1) agreeing to not disparage the Releasees, (2) reaffirming Executive’s post-employment obligations pursuant to Section 7 of this Agreement, and (3) generally releasing the Separation Agreement Company and Release becoming fully effective, related entities and persons (“Releasees”) from all within claims through the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after later of the Date of Termination, or the date the Executive enters into the Separation Agreement except that Executive shall not be required to release his rights under (i) the Company’s employee benefit plans, (ii) this Agreement, (iii) the Indemnification Agreement , (iv) the Domain Transfer and Assignment Agreement, ( v) any directors & officers insurance policies, or (vi) any rights of contribution from the Company or any Releasees arising under applicable law where the Executive, on the one hand, and the Company or any Releasees, on the other hand, are held jointly liability (“General Release”), Executive will be entitled to the following:
(i) the Company shall pay the Executive an amount equal to nine months one and one half (1.5) times the sum of the Executive’s Base Salary and his Average Bonus Compensation (the “Severance Amount”). Notwithstanding the foregoingSubject to subsection (iv) below, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal monthly installments in accordance over eighteen months commencing with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days month after which the Date of Termination; providedTermination occurs, provided however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount Company shall not be obligated to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A pay Executive any part of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).Severance
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d)3.4, or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e)3.5, then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing and delivering to the Company a separation noncompetition agreement (the “Noncompete Agreement”) in substantially the form attached hereto as Exhibit A and a general release (the “Separation Agreement and Release”) and substantially in the Separation Agreement and form attached hereto as Exhibit B, with the Release becoming irrevocable and fully effectiveeffective and, if applicable, the Executive resigning as a member of the Board of Directors, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:Termination (or such shorter time period provided in the Release):
(i) subject to clause (iv) below, the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary paid during the twelve (12) months immediately preceding the termination of the Executive’s employment with the Company, divided by the number of days employed during the twelve (12) months immediately preceding the termination of the Executive’s employment with the Company and multiplied by 365 (the “Severance Amount”). Notwithstanding ;
(ii) notwithstanding anything to the foregoingcontrary in any applicable option agreement or stock-based award agreement, all time-based stock options and other time-based stock-based awards held by the Executive in which such stock option or other stock-based award would have vested if the Executive breaches any had remained employed for an additional twelve (12) months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the provisions contained in Date of Termination;
(iii) the Restrictive Covenants AgreementCompany paying the difference between the cost of COBRA continuation coverage, all payments should the Executive elect to receive it, for the Executive and any dependent who received health insurance coverage prior to termination of the Severance Amount Executive’s employment with the Company, and any premium contribution amount applicable to the Executive as of such termination, for a period of twelve (12) months following the date of termination of the Executive’s employment with the Company (“Continuation Benefits”). Continuation Benefits otherwise receivable by the Executive will be reduced to the extent benefits of the same type are received by or made available to him during the applicable twelve-month period (and any such benefits received by or made available to the Executive shall immediately ceasebe reported by him to the Company); and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiiiv) the amounts payable under Section 4(b)(i4.2(i) and (ii), to the extent taxable, iii) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine twelve (12) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), ) or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued BenefitBenefits (as provided in Section 4(a) above). In addition, subject to the Executive signing a separation agreement full and final release of all releasable claims in substantially favor of the Company and related persons and entities in a reasonable form attached hereto as Exhibit A and manner reasonably satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within expiration of the time frame set forth in applicable revocation period for the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months two (2) times the sum of (x) the Executive’s Base Salary Salary; and (y) the Executive’s Target Annual Bonus (i.e., one hundred percent (100%) of the Target Annual Bonus amount as if employed for the full year and all applicable performance metrics had been fully achieved) (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the The Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, a cash lump sum payment within 60 sixty (60) days after the Date of Termination; provided, however, that if the sixty (60-) day period begins in one calendar year and ends in a second calendar year, the lump sum payment of the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by (but prior to the last day end of such the sixty (60-) day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination). Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Regulations Section 1.409A-2(b)(2);
(ii) effective upon the Date of Termination, all stock options and other stock-based awards (including, without limitation, all such awards/grants under Sections 2(b)(ii) and 2(c)(ii)) held by the Executive and all yet unvested portions thereof shall immediately and fully accelerate and vest and become exercisable or nonforfeitable as of the Date of Termination (to the extent that the Release is not effective as of the Date of Termination, the Company shall take all necessary corporate action to ensure that no such stock-based awards terminate or are forfeited by the Executive from the Date of Termination until the date such accelerated vesting and/or exercisability becomes effective);
(iii) if the Annual Grant had not been made with respect to the year in which the Date of Termination occurs, the Company shall grant to the Executive on the Date of Termination such number of shares of common stock with an aggregate fair market value on the Date of Termination equal to two hundred percent (200%) of the Executive’s Base Salary (which grant shall be fully vested on the Date of Termination); and
(iv) the Company shall provide the Executive (and, as applicable, his spouse and eligible dependents) with continued medical (health, dental, and vision), life insurance (as provided in Section 2(g) above) and disability benefits, at the Company’s expense, to the same extent in which the Executive participated prior to the Date of Termination for a period of eighteen (18) months following the Date of Termination; provided, however, if the Company cannot provide, for any reason, the Executive or his dependents with the opportunity to participate in the benefits to be provided pursuant to this paragraph (at the Company’s expense), the Company shall pay to the Executive a single sum cash payment, payable within sixty (60) days following the date the Company cannot provide such benefits, in an amount equal to the fair market value of the benefits to be provided pursuant to this paragraph plus an amount necessary to “gross-up” the Executive with respect to any Federal, state or local taxation due on such single sum cash payment. If the Executive (and his spouse and dependents, as applicable) was/were covered by the Executive’s own health insurance premiums for which the Executive was being reimbursed pursuant to Section 2(f) above, then the Company shall pay to the Executive a single sum cash payment, payable within sixty (60) days following the Date of Termination, equal to the total amount of the monthly premiums for such insurance coverage for a period of eighteen (18) months.
Appears in 1 contract
Samples: Executive Employment Agreement (BioDrain Medical, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of TerminationRelease:
(i) the Company shall pay the Executive an amount equal to nine months of 0.75 times the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For 9 months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iii) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 9 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
(iv) The receipt of any severance payments or benefits pursuant to Section 4 will be subject to Executive not violating the Restrictive Covenant Agreement referenced in Section 7 of this Agreement and attached hereto as Exhibit A, the terms of which are hereby incorporated by reference. In the event Executive breaches the Restrictive Covenant Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which Executive may otherwise be entitled pursuant to Section 4 without affecting the Executive’s release or Executive’s obligations under the Separation Agreement and Release.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During and Termination by the Term, if Executive or the Company Upon a Change in Control. Upon the termination of the Executive’s employment is terminated by the Company without Cause as provided pursuant to subsection 4(b) or upon a Change in Section 3(dControl pursuant to subsection 4(g), or by the Executive terminates the Executive’s employment for with Good Reason as provided pursuant to subsection 4(c) or upon a Change in Section 3(eControl pursuant to subsection 4(f), then the Company shall will pay or provide to the Executive the Accrued Benefit. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement following amounts and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Terminationbenefits:
(i) the Company shall pay the Executive an amount equal to nine months that portion of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to earned through the Date of Termination, payable in accordance with normal payroll practices;
(ii) an amount equal to two times the Company will Executive’s annual Base Salary in lieu thereof provide to effect as of the Executive a taxable monthly payment in date immediately preceding the Date of Termination plus an amount equal to the portion of the COBRA premiums Executive’s Bonus paid or payable for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on last two calendar years preceding the Date of Termination at Termination, payable in a single sum as of the Company’s normal rate date of contribution for employee coverage at the level first payroll that is not less than 60 days following the Date of Termination, or as soon as administratively practicable thereafter;
(iii) continued participation in effect immediately the group health insurance and group life insurance benefits which the Executive would have been eligible to participate in or receive on the day prior to the Date of Termination (“Insurance Programs”) beginning on the Date of Termination and continuing for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, includingtwo years, but only to the extent the Executive continues to qualify for participation therein. The Company will obtain a fully-insured group health insurance policy and group life insurance benefits for the Executive if he is not limited to, continuation coverage permitted to continue participation in those Insurance Programs for a period of two years from the Date of Termination;
(iv) all amounts that have vested or accrued prior to the Date of Termination under COBRAall incentive compensation or employee benefit plans of the Holding Company or Bank in accordance with the provisions of such plans; and
(iiiv) cash reimbursement for reasonable expenses (as determined by the amounts payable under Section 4(b)(iBoard in its sole discretion) actually incurred by the Executive in searching for new employment during the two-year period following the Date of Termination and (ii), limited to no greater than $30,000. Each reimbursement will be paid to the extent taxableExecutive within 30 days following the receipt by the Company of a valid claim substantiating the expense; and
(vi) notwithstanding the foregoing, all options granted to the Executive to purchase shares of common stock of the Holding Company and all shares of restricted stock of the Holding Company (whether such options and restricted shares are vested or unvested) shall be paid out in substantially equal installments treated in accordance with the Company’s payroll practice over nine months commencing on applicable plan and award agreement(s) between the first payroll date following Holding Company and the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Executive.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for with Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in substantially the form attached hereto as Exhibit A II (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months two times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Target Variable Cash Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Non-Solicitation, Non-Compete and Confidentiality and Employee Non-Disclosure Agreement entered into between the Executive and the Company on April 15, 2003 (the “Non-Solicitation Agreement”) and such breach is not cured by the Executive within 30 days following receipt of notice from the Company, all payments of the Severance Amount shall immediately cease; and
(ii) if (A) all time-based equity awards (including any awards originally subject to performance vesting conditions that remain subject to time-based vesting after satisfaction of such performance conditions) held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution would have vested solely if he had remained employed for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on additional 24 months following the Date of Termination at shall vest and become exercisable or nonforfeitable and (B) all performance-based equity awards held by the Executive in which the Executive would have vested had he remained employed through the end of the performance period in respect of each such award shall become vested as of the end of such performance period(s) based on the Company’s normal rate actual performance through the end of contribution for employee coverage at such performance period(s) but such amount shall be further prorated in the level manner set forth in effect immediately the applicable award agreement (and if such award agreement does not contain a proration rule, shall be prorated based on the number of days elapsed in the applicable performance period prior to the Date of Termination over the total number of days contained in the applicable performance period); and
(iii) for a period of nine months. For 18 months following the avoidance Date of doubtTermination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s continued copayment of premium amounts in amounts consistent with that applicable to active employees, the taxable payments described above Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s health insurance plan (medical, dental and vision) upon the same terms and conditions in effect for other executives of the Company; provided, however, that the Company has the right to terminate its payment of its portion of COBRA premiums on behalf of the Executive and instead pay the Executive a lump sum amount equal to its portion of the monthly COBRA premium times the number of months remaining in the 18-month period if the Company determines in its discretion that continued payment of such premiums is or may be used for any purposediscriminatory under Section 105(h) of the Code; provided, includingfurther, but not limited tothat the continuation of health benefits under this Subsection shall reduce and count against the rights of the Executive, continuation coverage the Executive’s spouse and dependents under COBRA; and
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 24 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement Section 5(b) is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. During If during the Term, if the Executive’s employment is terminated by Term the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s employment for without Cause (as defined below) or the Executive terminates employment with Good Reason (as provided in Section 3(edefined below), then subject to the Executive’s compliance with Section 7(d), Section 7(e), and Section 9 hereof, the Company shall provide the payments and benefits described in this Section 7(b). The Company shall pay the Executive the Accrued Benefitsum of (i) his annual Base Salary for the year in which he terminates employment and (ii) his Average Annual Bonus, multiplied by a fraction, the numerator of which is the number of months in the Severance Period and the denominator of which is 12. The “Severance Period” is the longer of 12 months or the number of full and partial calendar months remaining in the term of this Agreement determined immediately before such termination, up to 18 months. Such amount shall be paid in equal monthly installments, provided that if the Executive is a “specified employee” (within the meaning of Code section 409A) at the time he terminates employment, the first six months of installments shall be paid in a lump sum six months after the Executive’s termination of employment. With respect to any Annual Bonus measurement period during which the Executive is terminated, the Company shall also pay the Executive a lump sum cash amount within 30 days of his termination of employment equal to a pro rata portion, based on the length of the Executive’s service during such measurement period, of the Average Annual Bonus. In addition, subject to the Executive signing a separation agreement in substantially the form attached hereto as Exhibit A (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effective, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoingstock options shall become 100% vested and exercisable for their full term, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s restricted stock will become 100% vested. The Company shall provide continued medical and dental insurance coverage during the Severance Period (or until the Executive becomes eligible dependents for such coverage under another employer’s program, if sooner), which coverage shall be deemed to satisfy COBRA health coverage requirements, at a cost to the Executive that does not exceed the amount the Executive would have paid had the Executive continued in employment during the period. Should the Executive’s continued participation under the Company’s normal rate medical and dental insurance programs described above become impermissible under the Code, ERISA, or other applicable law, or likely to result in adverse tax consequences to the Company or other participants covered by such programs, the Company may, in its sole discretion, satisfy any of contribution its obligations to the Executive under this paragraph by providing the Executive with economically equivalent coverage through alternative arrangements, or the Company will reimburse the Executive for employees for premium costs to obtain such economically equivalent coverage to be reasonably agreed upon by the Company and the Executive’s coverage . The Company shall also pay the Executive any earned but unpaid Base Salary, any Annual Bonus awards with respect to a completed measurement period that are fully earned and vested at separation but not yet paid, both at the level in effect immediately prior time otherwise payable, and any amounts to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that which the Executive is enrolled entitled under the generally applicable terms of pension, savings, disability, life insurance, or other programs. Other than the payments and benefits described in the Company’s health care programs immediately prior to the Date of Terminationthis Section 7(b), the Company will in lieu thereof provide to make no additional severance or similar payments unless otherwise approved by the Executive a taxable monthly payment in Board or an amount equal to the portion authorized committee of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2)Board.
Appears in 1 contract
Samples: Employment Agreement (Patriot Capital Funding, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, if Executive has been employed by the Company for a minimum of one-hundred and eighty (180) days and subject to the Executive signing a separation agreement containing, among other provisions, a general release of claims in substantially favor of the Company and related persons and entities, confidentiality, return of property and non-disparagement, in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months 50% of sum of (A) the Executive’s Base Salary (plus a pro-rata portion of her bonus for the “Severance Amount”)year of her employment termination, at the usual time bonuses are paid. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if upon the Date of Termination, all stock options and other stock-based awards held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive would have vested if she had remained employed for an additional 6 months following the Date of Termination shall vest and the Executive’s eligible dependents at the Company’s normal rate become exercisable or non-forfeitable as of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, and
(iii) if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled was participating in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for a period of nine months. For six (6) months or the avoidance of doubtExecutive’s COBRA health continuation period, whichever ends earlier, in an amount equal to the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRAmonthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and
(iiiiv) the amounts payable under this Section 4(b)(i4(b) and (ii), to the extent taxable, shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine six (6) months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
Samples: Employment Agreement (Myomo Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, :
(i) subject to the Executive signing a separation agreement general release of claims in substantially favor of the Company and related persons and entities in a form attached hereto as Exhibit A and manner satisfactory to the Company (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveexpiration of the seven-day revocation period for the Release, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months 2 times the sum of the Executive’s Base Salary (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) if the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for the Executive and the Executive’s eligible dependents at the Company’s normal rate of contribution for employees for the Executive’s coverage at the level in effect immediately prior to the Date of Termination; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in the Company’s health care programs immediately prior to the Date of Termination, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine monthsand his Average Incentive Compensation (the “Severance Amount”). For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iii) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 24 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Terminationyear. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).. For purposes of this Agreement, “Average Incentive Compensation” shall mean the average of the annual incentive compensation under Section 2(b) received by the Executive for the three immediately preceding fiscal years ending prior to the Date of Termination (in the event the Executive was not employed by the Company for such three preceding fiscal years, then the Average Incentive Compensation shall be determined based on a proration of (x) if the Executive was employed by the Company for one or more full fiscal years prior to the Date of Termination, then such proration shall be based on such full fiscal year(s), or (y) if the Executive was not employed by the Company for at least one full fiscal year prior to the Date of Termination, then such proration shall be based on amounts actually received by the Executive during his employment by the Company). In no event shall “Average Incentive Compensation” include any sign-on bonus, retention bonus or any other special bonus. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 7 of this Agreement, all payments of the Severance Amount shall immediately cease; and
Appears in 1 contract
Samples: Employment Agreement (Lucid Inc)
Termination by the Company Without Cause or by the Executive with Good Reason. During the Term, but only after the consummation of the Company’s Initial (Alternative) Public Offering, if the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d4(d), or the Executive terminates the Executive’s his employment for Good Reason as provided in Section 3(e4(e), then the Company shall pay the Executive the his Accrued Benefit. In addition, subject to the Executive signing a separation agreement substantially in substantially the form attached hereto as Exhibit A 6 of 20 I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming fully effectiveirrevocable, all within the time frame set forth in the Separation Agreement and Release but in no event more than 60 days after the Date of Termination:
(i) the Company shall pay the Executive an amount equal to nine months one times the sum of (A) the Executive’s Base Salary plus (B) the Executive’s Annual Incentive Cash Compensation (the “Severance Amount”). Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in the Restrictive Covenants AgreementConfidential Information, Inventions Assignment and Non-Solicitation Agreement entered into between the Executive and the Company of even date hereof, all payments of the Severance Amount shall immediately cease; and
(ii) if (A) all time-based equity awards (including any awards originally subject to performance vesting conditions that remain subject to time-based vesting after satisfaction of such performance conditions) held by the Executive properly elects to receive benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), nine months of COBRA premiums for in which the Executive would have vested solely if he had remained employed for an additional 12 months following the Date of Termination shall vest and become exercisable or non-forfeitable and (B) all performance-based equity awards held by the Executive in which the Executive would have vested had he remained employed through the end of the performance period in respect of each such award shall become vested as of the end of such performance period(s) based on the Company’s actual performance through the end of such performance period(s) but such amount shall be further prorated in the manner set forth in the applicable award agreement; and
(iii) for a period of 12 months following the Date of Termination or until the Executive becomes covered under a group health plan of another employer, whichever is earlier, subject to the Executive’s eligible continued copayment of premium amounts in amounts consistent with that applicable to active employees, the Executive, the Executive’s spouse and dependents at shall continue to participate in the Company’s normal rate of contribution for employees for health insurance plan (medical, dental and vision) upon the Executive’s coverage at the level same terms and conditions in effect immediately prior to for other executives of the Date of TerminationCompany; provided, however, if the Company determines that it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), provided that the Executive is enrolled in continuation of health benefits under this Subsection shall reduce and count against the Company’s health care programs immediately prior total compensation to the Date of TerminationExecutive, the Company will in lieu thereof provide to the Executive a taxable monthly payment in an amount equal to the portion of the COBRA premiums for the Executive and the Executive’s eligible spouse and dependents to continue the Executive’s group health coverage in effect on the Date of Termination at the Company’s normal rate of contribution for employee coverage at the level in effect immediately prior to the Date of Termination for a period of nine months. For the avoidance of doubt, the taxable payments described above may be used for any purpose, including, but not limited to, continuation coverage under COBRA; and
(iiiiv) the amounts payable under Section 4(b)(i) and (ii), to the extent taxable, Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine 12 months commencing on the first payroll date following the effective date of the Separation Agreement and Release and, in any case, within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount to the extent it qualifies as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid no earlier than the first Company payroll date in the second calendar year and, in any case, by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement Section 5(b) is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
Appears in 1 contract
