Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition, (i) within ten (10) days of the Date of Termination, the Company shall pay the Executive a lump sum payment equal to the Executive’s annual Base Salary (the “Severance Amount”), (ii) all stock-based and other equity awards held by the Executive shall vest and become exercisable or nonforfeitable as of the Date of Termination; (iii) subject to the Executive’s election to continue health benefits and co-payment of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
Appears in 2 contracts
Samples: Employment Agreement (Thomas Equipment, Inc.), Employment Agreement (Thomas Equipment, Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, shall pay the Executive his Accrued Benefit. In addition,:
(i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten the twenty-one (1021) days of day period following the Date of TerminationTermination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum payment twelve (12) equal monthly payments in amount in cash equal to one (1) times the Executive’s annual Base Salary (the “Severance Amount”),, beginning thirty (30) days following the Date of Termination following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and
(ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock-based stock options and other equity awards stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall vest become vested and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to Termination for the Executive’s election to continue health benefits and co-payment remainder of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s deaththeir full term.
Appears in 2 contracts
Samples: Employment Agreement (Cingulate Inc.), Employment Agreement (Cingulate Inc.)
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition,:
(i) subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten (10) days of the 21-day period following the Date of TerminationTermination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive a lump sum payment an amount equal to the Executive’s current annual Base Salary (the “Severance Amount”),
(ii) all stock-based and other equity awards held by . The Severance Amount shall be paid out in substantially equal installments in accordance with the Executive shall vest and become exercisable or nonforfeitable as of Company’s payroll practice over 12 months, beginning on the first payroll date that occurs 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. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(iiiii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 18 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
Appears in 1 contract
Samples: Employment Agreement (Alfacell Corp)
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e3(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition,:
(i) subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten (10) days of the 21-day period following the Date of TerminationTermination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive a lump sum payment an amount equal to nine (9) months of the Executive’s annual Base Salary (the “Severance Amount”),. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months, beginning on the first payroll date that occurs 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. 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
(ii) upon the Date of Termination, all stock options and other stock-based and other equity awards held by the Executive in which the Executive would have vested if he had remained employed for an additional nine (9) months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination;; and
(iii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 nine (9) months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s 's employment is terminated by the Company without Cause as provided in Section 4(dParagraph 3(d), or the Executive terminates his the Executive's employment for Good Reason as provided in Section 4(eParagraph 3(e), then subject to the Executive signing a general release of claims in favor of the Company shalland related persons and entities in a form and manner satisfactory to the Company (the "Release", through the Date of Termination, pay which will be provided to the Executive his Accrued Benefit. In addition,
(iwithin seven days after any notification of termination) within ten (10) days and the expiration of the Date of Terminationseven-day revocation period for the Release, the Company shall pay the Executive a lump sum payment an amount equal to 12 months of the Executive’s annual 's final Base Salary (the “"Severance Amount”"),
(ii) all stock-based . Exhibit 10.1 The Severance Amount shall be paid out in substantially equal installments in accordance with the Company's payroll practices and other equity awards held by schedule over 12 months, beginning on the Executive shall vest and become exercisable or nonforfeitable as of first payroll date that occurs after the 35th day after the Date of Termination;
(iii) subject to the Executive’s election to continue health benefits and co-payment of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program . Solely for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning purposes of Section 409A(a)(2)(B)(i) 409A of the Internal Revenue Code of 1986, as amended (the “"Code”"), and each installment payment is considered a separate payment. Notwithstanding the foregoing, if any payment that the Executive becomes entitled to breaches any of the provisions contained in Paragraphs 6-7 of this Agreement, all payments of the Severance Amount shall immediately cease and the Company will have satisfied its obligations under this Agreement would Paragraph 4(b). In addition, if the Executive obtains alternative employment at a senior executive level within the 12 month Severance period, the Executive will be considered deferred compensation subject obligated to interest immediately notify the Company’s CEO, and additional tax imposed pursuant the Company’s obligations to Section 409A(a) of pay any remaining severance shall cease, and the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s deathCompany will have satisfied its obligations under this paragraph.
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, shall pay the Executive his Accrued Benefit. In addition,:
(i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten the twenty-one (1021) days of day period following the Date of TerminationTermination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum payment amount in cash equal to one and one-half (1 ½) times the Executive’s annual Base Salary and Annual Target Bonus (the “Severance Amount”),, within sixty (60) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and
(ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock-based stock options and other equity awards stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall vest become vested and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to Termination for the Executive’s election to continue health benefits and co-payment remainder of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s deaththeir full term.
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, shall pay the Executive his Accrued Benefit. In addition,:
(i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten the twenty-one (1021) days of day period following the Date of TerminationTermination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum payment amount in cash equal to one (1) times the Executive’s annual Base Salary and Annual Target Bonus (the “Severance Amount”),, within sixty (60) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and
(ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock-based stock options and other equity awards stock appreciation rights held by the Executive in which the Executive would have vested if he had remained employed for an additional four (4) months following the Date of Termination shall vest become vested and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to Termination for the Executive’s election to continue health benefits and co-payment remainder of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s deaththeir full term.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. If During the Term, if the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e3(e), then the Company shall, through the Date of Termination, shall pay the Executive his Accrued Benefit. In addition,, subject to the Executive signing a mutual separation and general release agreement that contains mutual releases of any and all claims and where the Executive agrees not to make any disparaging remarks about the Company (the “Separation and General Release Agreement”), the Separation and General Release Agreement becoming irrevocable and the Executive not breaching any of his post-employment contractual obligations to the Company:
(i) within ten (10) days of the Date of Termination, the Company shall pay the Executive a lump sum payment an amount equal to 50% of the Executive’s then current annual Base Salary (the “Severance Amount”),; and
(ii) all stock options and other stock-based and other equity awards awards, if any, held by the Executive shall continue to vest and become exercisable or nonforfeitable as of if the Executive had remained employed by the Company for an six (6) months following the Date of Termination;; and
(iii) subject to the Executive’s election to continue health benefits and co-payment of premium amounts at the active employees’ rate, if the Executive shall continue to participate was participating in the Company’s group healthhealth plan immediately prior to the Date of Termination and elects COBRA health continuation, dental and vision program then for 12 monthsthe first six (6) months of COBRA health continuation, the Executive’s premium payment shall be at the same rate that he would have paid for health insurance had he remained as an active employee; and
(iv) the amounts payable under this Section 4(b) shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over six (6) months commencing within 60 days after the Date of Termination; provided, however, that if the continuation 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 second calendar year by the last day of health benefits under this Section 5(b)(iii) such 60-day period; provided, further, that the initial payment shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement include a catch-up payment to cover amounts retroactive to the contrary notwithstanding, if at day immediately following the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death. 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. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his her employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, shall pay the Executive his her Accrued Benefit. In addition,:
(i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten the twenty-one (1021) days of day period following the Date of TerminationTermination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum payment amount in cash equal to four (4) times the Executive’s annual Base Salary (the “Severance Amount”),, within sixty (60) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and
(ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock-based stock options and other equity awards stock appreciation rights and profits interest units held by the Executive in which the Executive would have vested if she had remained employed for an additional four (4) months following the Date of Termination shall vest become vested and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to Termination for the Executive’s election to continue health benefits and co-payment remainder of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s deaththeir full term.
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition,
If the Executive signs a general release of claims in a form and manner satisfactory to the Company (ithe “Release”) within ten (10) 45 days of the Date receipt of Termination, the Release and does not revoke such Release during the seven day revocation period,
i) the Company shall pay the Executive a lump sum payment an amount equal to the Executive’s annual Base Salary for the current fiscal year (the “Severance Amount”),
(ii) all stock-based and other equity awards held by . The Severance Amount shall be paid out in substantially equal installments in accordance with the Executive shall vest and become exercisable or nonforfeitable as of Company’s payroll practice over 12 months, beginning on the first payroll date after the Date of Termination;Termination or expiration of the seven-day revocation period for the Release, if later. 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 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(iiiii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In additionIf the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release and does not revoke such Release during the seven day revocation period,
(i) within ten (10) days of the Date of Termination, the Company shall pay the Executive a lump sum payment an amount equal to the Executive’s annual Base Salary for the current fiscal year (the “Severance Amount”),. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 12 months, beginning on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later. 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 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) all stock-based and other equity awards held by the Executive shall vest and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In additionIf the Executive signs a general release of claims in a form and manner satisfactory to the Company (the “Release”) within 45 days of the receipt of the Release and does not revoke such Release during the seven day revocation period,
(i) within ten (10) days of the Date of Termination, the Company shall pay the Executive a lump sum payment an amount equal to 1½ times the sum of the Executive’s annual Base Salary and his target annual bonus for the current fiscal year (the “Severance Amount”),. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over 18 months, beginning on the first payroll date after the Date of Termination or expiration of the seven-day revocation period for the Release, if later. 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 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(ii) all stock-based and other equity awards held by the Executive shall vest and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 18 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
Appears in 1 contract
Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e3(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In addition,:
(i) subject to the Executive signing a separation agreement including a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten (10) days of the 21-day period following the Date of TerminationTermination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive a lump sum payment an amount equal to six (6) months of the Executive’s annual Base Salary (the “Severance Amount”),
. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over six (ii6) all stock-based and other equity awards held by months, beginning on the Executive shall vest and become exercisable or nonforfeitable as of first payroll date that occurs 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. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 6 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(iiiii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 six (6) months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce only apply if Executive elects and count against the Executive’s rights remains eligible under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, pay the Executive his Accrued Benefit. In additionIf the Executive signs a general release of claims in a form and manner satisfactory to the Company (the ‘Release’) within 45 days of the receipt of the Release (which shall be provided no later than within two business days after the Date of Termination) and does not revoke such Release during the seven-day revocation period,
(i) within ten (10) days of the Date of Termination, the Company shall pay the Executive a lump sum payment an amount (the ‘Severance Amount’) equal to 1½ times the sum of (A) the Executive’s annual current Base Salary plus (B) the “Executive’s target annual bonus for the fiscal year in which the Date of Termination occurs. The Severance Amount”),
(ii) all stock-based and other equity awards held by Amount shall be paid out in substantially equal installments in accordance with the Executive shall vest and become exercisable or nonforfeitable as of Company’s payroll practice over 12 months, beginning 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 will commence to be paid in the 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 8 of this Agreement, all payments of the Severance Amount shall immediately cease; and
(iiiii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 18 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“‘COBRA”’);; provided, however, that if the Company determines necessary to avoid any adverse tax or other consequences for the Executive or the Company, the Company may instead pay to the Executive on a monthly basis during the period covered by this Section 5(b)(ii) an amount equal to the difference between the applicable COBRA premium and the applicable active employees’ rate for the coverage (plus, to the extent the payment of any such reimbursement results in taxable income to the Executive (without any offsetting deduction), an amount to the Executive equal to an additional amount such that the net after-tax proceeds to the Executive of such reimbursement and such additional amount (at the Executive’s then-current combined state and federal marginal income tax rates, taking into account the deductibility of state and local income taxes for federal income tax purposes) is equal to the amount of the expense incurred that is being reimbursed); and
(iviii) anything in this Agreement all unvested stock options or other stock-based awards shall become nonforfeitable and (for stock options) exercisable as of the Date of Termination; provided, however, that (A) for any stock option, the period to exercise after the contrary notwithstandingDate of Termination shall be 18 months following the Date of Termination (not to exceed the original option expiration date); (B) for any performance-vesting award, if the award shall be earned based on actual performance results through the end of the applicable performance period and payable at the time of set forth in the Executive’s termination of employment, award agreement as if employment had not terminated; and (C) for any such award that is determined to be deferred compensation that is subject to the Executive is considered a “specified employee” within the meaning requirements of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) 409A of the Code, then no such payment settlement of the vested portion of the award shall be payable accelerated only to the extent permitted by Section 409A of the Code, and to the extent not permitted, settlement shall occur at the time otherwise provided by the award agreement as if employment had not terminated. For the avoidance of any doubt, the provisions of this Section 5(b)(iii) shall supersede the provisions contained in the applicable award agreements, provided that the provisions of the award agreements will control to the extent such provisions are more favorable to the Executive.”
5. Sections 6(a)(i)(A) and (B) of the Agreement are amended in their entirety as follows:
(A) Subject to the signing of the Release by the Executive within 45 days of the receipt of the Release (which shall be provided no later than two business days after the Date of Termination) and not revoking the Release during the seven-day revocation period, the Company shall pay the Executive a lump sum in cash in an amount (the ‘Change in Control Severance Amount’) equal to two times the sum of (I) the Executive’s current Base Salary (or the Executive’s Base Salary in effect immediately prior to the date that is the earlier of Change in Control, if higher) plus (iII) six months after the Executive’s target annual bonus for the current fiscal year (or if higher, the target annual bonus for the fiscal year immediately prior to the Change in Control). The Change in Control Severance Amount shall be paid to the Executive by the 60th day after the later of the date of the Change in Control and the Date of Termination; provided, however, that (x) if the Date of Termination occurs during the three-month period before the Change in Control, the payment under this Section 6(a)(i)(A) shall be reduced by any payments made under Section 5(b)(i) before the date of the Change in Control; and (y) to the extent required to comply with Section 409A of the Code, all or a portion of the payments under this Section 6(a)(i)(A) shall be made on the schedule set forth in Section 5(b)(i) rather than in a lump sum.
(B) The Company shall pay to the Executive in a cash lump sum by the 60th day after the later of the date of the Change in Control and the Date of Termination, an amount equal to 24 times the excess of (iiI) the Executivemonthly premium payable by former employees for continued coverage under COBRA for the same level of coverage, including dependents, provided to the Executive under the Company’s deathgroup health benefit plans in which the Executive participates immediately prior to the Date of Termination over (II) the monthly premium paid by active employees for the same coverage immediately prior to the Notice of Termination.”
6. Section 6(a)(ii) of the Agreement is amended in its entirety as follows:
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Termination by the Company Without Cause or by the Executive with Good Reason. If 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 4(d), or the Executive terminates his employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, shall pay the Executive his Accrued Benefit. In addition,, subject to the Executive signing a separation agreement substantially in the form attached hereto as Exhibit I (the “Separation Agreement and Release”) and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination:
(i) within ten (10) days of the Date of Termination, the Company shall pay the Executive a lump sum payment an amount equal to one times the sum of (A) the Executive’s annual Base Salary plus (B) the Executive’s Annual Incentive Cash Compensation (the “Severance Amount”),. Notwithstanding the foregoing, if the Executive 7 of 21 breaches any of the provisions contained in the Confidential 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) (A) all stocktime-based equity awards (including the Initial Equity Award and other 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 in which the Executive would have vested if he had remained employed throughout the Term 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 vest and become exercisable or nonforfeitable vested as of the Date end of Termination;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 election to continue health benefits and co-payment continued copayment of premium amounts at the in amounts consistent with that applicable to active employees’ rate, the Executive Executive, the Executive’s spouse and dependents shall continue to participate in the Company’s group healthhealth insurance plan (medical, dental and vision program vision) upon the same terms and conditions in effect for 12 monthsother executives of the Company; provided, however, that the continuation of health benefits under this Section 5(b)(iii) Subsection shall reduce and count against the total compensation to the Executive, the Executive’s rights spouse and dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);; and
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment Severance Amount shall be payable prior to paid out in substantially equal installments in accordance with the date that is the earlier of (i) six Company’s payroll practice over 12 months commencing within 60 days after the Executive’s Date of Termination; provided, (iihowever, 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 second calendar year 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 Section 5(b) the Executive’s deathis intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2).
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d3(d), or the Executive terminates his her employment for Good Reason as provided in Section 4(e3(e), then the Company shall, through the Date of Termination, pay the Executive his her Accrued Benefit. In addition,:
(i) subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten (10) days of the 21-day period following the Date of TerminationTermination and the expiration of the seven-day revocation period for the Release, the Company shall pay the Executive a lump sum payment an amount equal to nine (9) months of the Executive’s annual Base Salary (the “Severance Amount”),. The Severance Amount shall be paid out in substantially equal installments in accordance with the Company’s payroll practice over nine (9) months, beginning on the first payroll date that occurs 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. 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
(ii) upon the Date of Termination, all stock options and other stock-based and other equity awards held by the Executive in which the Executive would have vested if she had remained employed for an additional nine (9) months following the Date of Termination shall vest and become exercisable or nonforfeitable as of the Date of Termination;; and
(iii) subject to the Executive’s election to continue health benefits and co-payment copayment of premium amounts at the active employees’ rate, the Executive shall may continue to participate in the Company’s group health, dental and vision program for 12 nine (9) months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s death.
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Termination by the Company Without Cause or by the Executive with Good Reason. If the Executive’s employment is terminated by the Company without Cause as provided in Section 4(d), or the Executive terminates his her employment for Good Reason as provided in Section 4(e), then the Company shall, through the Date of Termination, shall pay the Executive his her Accrued Benefit. In addition,:
(i) Subject to the Executive signing a general release of claims in favor of the Company and related persons and entities in a form and manner satisfactory to the Company (the “Release”) within ten the twenty-one (1021) days of day period following the Date of TerminationTermination and the expiration of the seven (7) day revocation period for the Release (such twenty-eight (28) day period, the “Release Execution Period”), the Company shall pay the Executive a lump sum payment amount in cash equal to one (1) time the Executive’s annual Base Salary and Annual Target Bonus (the “Severance Amount”),, within sixty (60) days following the Date of Termination; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Notwithstanding the foregoing, if the Executive breaches any of the provisions contained in Section 8 of this Agreement, the Severance Amount shall be forfeited; and
(ii) Notwithstanding anything to the contrary in any applicable equity plan or award agreement, upon the Date of Termination, all stock-based stock options and other equity awards stock appreciation rights and profits interest units held by the Executive in which the Executive would have vested if she had remained employed for an additional four (4) months following the Date of Termination shall vest become vested and become exercisable or nonforfeitable as of the Date of Termination;
(iii) subject to Termination for the Executive’s election to continue health benefits and co-payment remainder of premium amounts at the active employees’ rate, the Executive shall continue to participate in the Company’s group health, dental and vision program for 12 months; provided, however, that the continuation of health benefits under this Section 5(b)(iii) shall reduce and count against the Executive’s rights under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);
(iv) anything in this Agreement to the contrary notwithstanding, if at the time of the Executive’s termination of employment, the Executive is considered a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), and if any payment that the Executive becomes entitled to under this Agreement would be considered deferred compensation subject to interest and additional tax imposed pursuant to Section 409A(a) of the Code as a result of the application of Section 409A(a)(2)(B)(i) of the Code, then no such payment shall be payable prior to the date that is the earlier of (i) six months after the Executive’s Date of Termination, (ii) the Executive’s deaththeir full term.
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