Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below: (i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment. (ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings. (iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 3 contracts
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.), Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine six (96) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day ACTIVE/86576310.2 period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). ACTIVE/86576310.2 In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine six (96) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement separation agreement and Release release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance ), if you continue to comply with the Company’s payroll practiceterms of this Agreement, beginning the CIIA, and all provisions of the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement dated ___ (“the “PIIA”), except for Section 6 of the PIIA entitled the Non-Compete Provision, and sign and do not revoke a separation agreement and release of known and unknown claims in the form provided by the Company (including non-disparagement, non-competition, non-solicitation, and cooperation provisions) (the “Separation Agreement” and the “Release”, attached hereto as Exhibit B) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or benefits under this Section 4 or elsewhere in this Agreement. Any Severance Pay or other benefits under this Agreement that would be considered deferred compensation (as described in Section 6, below) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6. Except as required by Section 6, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the Company’s sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any severance payments under this Agreement that would not be considered deferred compensation will be paid on, or, in the case of installments, will not commence until, the first regular payroll date that occurs 35 days on or after the Date of Termination, with date the Release becomes effective and any installment payments that would have been made to you during the period prior to the date the Release becomes effective following your separation from service but for the preceding sentence will be paid to you on the first payment payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section 4 shall not limit your ability to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of obtain expense reimbursements under Section 409A of the Internal Revenue Code of 19867 or any other compensation or benefits otherwise required by law or in accordance with written Company plans or policies, as amended (the “Code”), each installment of Severance Pay is considered a separate paymentthen in effect.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On If you continue to comply with the date terms of this Agreement, the CIIA, and all provisions of the PIIA, except for Section 6 of the PIIA entitled the Non-Compete Provision, and you sign and do not revoke the Separation Agreement and Release, and provided that is thirty-five (35) days after such Release becomes effective and irrevocable no later than the Date of TerminationRelease Deadline, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9[insert number] ( ) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine [insert number] (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination Release Deadline and will only occur if the Company has timely tendered a the Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). .
(iv) In addition, and subject to the remainder of this Section 4(c)4, in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement CIIA shall be amended by replacing “one (1) year period” with “nine six (96) month period” (the “Restrictive Covenants CIIA Amendment”). The Company shall have Any severance payments contemplated by Section 4 above are conditional on you: (i) continuing to comply with the option to condition the Severance Benefitsterms of this Agreement, the vesting pursuant to CIIA ,and your PIIA (except Section 4(c)(iii6); and (ii) signing and not revoking the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmentAgreement.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If (i) the Company (or any of its affiliates) terminates your employment is terminated by the Company without Cause Cause, or by you (ii) You terminate Your employment for Good Reason, then the Company shall:
(A) pay You (i) in either case equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination (the “Severance Period”), an aggregate amount equal to Your then current base salary, (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed), and (iii) within thirty (30) days following Your date of termination, an aggregate amount equal to the average annual bonus actually paid to You for the immediately prior three calendar years; provided, however, if You have been employed at any time the Company for a shorter period than would allow for the foregoing calculation, the payment shall be calculated by taking the average annual bonus paid to You in the actual calendar years prior to the occurrence calendar year in which You are terminated, divided by the number of a Change such years;
(B) reimburse You for any COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under the Company’s major medical group plan in Control or at any time after which You and/or Your dependents participated immediately prior to the twelve date of termination, provided, however, that notwithstanding anything in this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and
(12C) month anniversary if Your termination occurs within two (2) years following a Change in Control (hereinafter defined)or before a Change in Control has occurred, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days but after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered commenced negotiations of a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but transaction that results in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(ca Change in Control), in the event that your employment is terminated by cause all outstanding options to purchase common stock of the Company without Cause or and shares of restricted stock, if any, then held by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) You to be fully vested and exercisable as of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmenttermination.
Appears in 1 contract
Samples: Employment Agreement (S1 Corp /De/)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement separation agreement and Release release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine six (96) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance ), if you continue to comply with the Company’s payroll practiceterms of this Agreement, beginning the CIIA, and sign and do not revoke the Separation Agreement and Release of known and unknown claims in the form provided by the Company (including non-disparagement, non-competition, non-solicitation, and cooperation provisions) (the “Separation Agreement” and the “Release”, attached hereto as Exhibit B) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or benefits under this Section 4 or elsewhere in this Agreement. Any Severance Pay or other benefits under this Agreement that would be considered deferred compensation (as described in Section 6, below) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6. Except as required by Section 6, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the Company’s sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any severance payments under this Agreement that would not be considered deferred compensation will be paid on, or, in the case of installments, will not commence until, the first regular payroll date that occurs 35 days on or after the Date of Termination, with date the Release becomes effective and any installment payments that would have been made to you during the period prior to the date the Release becomes effective following your separation from service but for the preceding sentence will be paid to you on the first payment payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section 4 shall not limit your ability to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of obtain expense reimbursements under Section 409A of the Internal Revenue Code of 19867 or any other compensation or benefits otherwise required by law or in accordance with written Company plans or policies, as amended (the “Code”), each installment of Severance Pay is considered a separate paymentthen in effect.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On If you continue to comply with the date terms of this Agreement, the CIIA, and you sign and do not revoke the Separation Agreement and Release, and provided that is thirty-five (35) days after such Release becomes effective and irrevocable no later than the Date of TerminationRelease Deadline, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination Release Deadline and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). .
(iv) In addition, and subject to the remainder of this Section 4(c)4, in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement CIIA shall be amended by replacing “one (1) year period” with “nine six (96) month period” (the “Restrictive Covenants CIIA Amendment”). The Company shall have Any severance payments contemplated by Section 4 above are conditional on you: (i) continuing to comply with the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date terms of this Agreement and the CIIA; and (a “ii) signing and not revoking the Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmentAgreement.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If before the end of the Term the Company terminates your employment is terminated by the Company without Cause (other than as a result of your death or by disability) or you resign for Good Reason, in either case at any time prior subject to Section 8(d), you shall be entitled to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), thenfollowing, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:payments set forth in Section 8(a):
(i) The the Company shall pay you severance pay in equal to the form sum of continuation the amount of your base salary Salary, as then in effect, plus the target amount of the Bonus for the nine (9) month period immediately following the Date fiscal year in which your termination of Termination (such employment occurs. Such severance pay being “Severance Pay;” such period being the “Severance Period”) shall be payable in equal installments in accordance with the Company’s general payroll practicepractices over the 12-month period that begins with the first payroll period after the date that the Release (as defined below) becomes effective;
ii) any options, beginning on restricted stock or other equity award you have received or do receive from the Company, which have not already become fully vested, shall continue to vest in accordance with the vesting schedule set forth in the agreement granting such award and, in the case of any unexpired stock options, shall remain exercisable for 12 months following the date that you terminate employment, but not beyond the 10th anniversary of the date of grant, as though you were to continue to be employed by the Company during such period; and
iii) if you elect to receive continued medical, dental or vision coverage under one or more of the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due group healthcare plans pursuant to the 35-day period; provided that, solely for purposes Consolidated Omnibus Budget Reconciliation Act of Section 409A of the Internal Revenue Code of 19861985, as amended (the “CodeCOBRA”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall directly pay, or reimburse you for, an amount equal to the COBRA premiums, less the amount you would have had to pay a monthly cash payment through to receive group health coverage for you and your covered dependents based on the end cost sharing levels in effect on the date your employment terminates, for you and your covered dependents under such plans during the period commencing on your termination of employment and ending upon the earliest of (A) the last day of the Severance Period12-month period following the date of your termination of employment, (B) the date that you and/or your covered dependents become no longer eligible for COBRA or (C) the date you becomes eligible to receive healthcare coverage from a subsequent employer. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly employer contribution COBRA premium that you would be required to pay to continue you and your covered dependents’ group health coverage in effect on the Company date your employment terminated (which amount shall be based on the premium for the first month of COBRA coverage), less the amount you would have made had to provide pay to receive group health insurance to coverage for you if you had remained employed by and your covered dependents based on the Company (cost sharing levels in effect on the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributionsdate your employment terminates, which employee contributions payments shall be made regardless of whether you elect COBRA continuation coverage and shall commence in the Company may withhold from month following the Severance Pay; provided that if month in which your employment terminates and shall end on the Company determines that its payment earlier of (A) the last day of the Health Benefit is taxable income to you12-month period following the date of your termination of employment, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iiiB) On the date that is thirty-five you and/or your covered dependents become no longer eligible for COBRA or (35C) days after the Date of Termination, any outstanding equity grants that are subject date you becomes eligible to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for receive healthcare coverage from a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Sharessubsequent employer.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (Vocus, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine six (96) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.ACTIVE/86576310.2
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine twelve (912) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical Mxxxx Xxxxxxx care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine twelve (912) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine twelve (912) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, Benefits and the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement separation agreement and Release release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance ), if you continue to comply with the Company’s payroll practiceterms of this Agreement, beginning the CIIA, and all provisions of the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement dated May 15, 2016 (“the “PIIA”), except for Section 6 of the PIIA entitled the Non-Compete Provision, and sign and do not revoke a separation agreement and release of known and unknown claims in the form provided by the Company (including non-disparagement, non-competition, non-solicitation, and cooperation provisions) (the “Separation Agreement” and the “Release”, attached hereto as Exhibit B) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or benefits under this Section 4 or elsewhere in this Agreement. Any Severance Pay or other benefits under this Agreement that would be considered deferred compensation (as described in Section 6, below) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6. Except as required by Section 6, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the Company’s sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any severance payments under this Agreement that would not be considered deferred compensation will be paid on, or, in the case of installments, will not commence until, the first regular payroll date that occurs 35 days on or after the Date of Termination, with date the Release becomes effective and any installment payments that would have been made to you during the period prior to the date the Release becomes effective following your separation from service but for the preceding sentence will be paid to you on the first payment payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section 4 shall not limit your ability to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of obtain expense reimbursements under Section 409A of the Internal Revenue Code of 19867 or any other compensation or benefits otherwise required by law or in accordance with written Company plans or policies, as amended (the “Code”), each installment of Severance Pay is considered a separate paymentthen in effect.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On If you continue to comply with the date terms of this Agreement, the CIIA, and all provisions of the PIIA, except for Section 6 of the PIIA entitled the Non-Compete Provision, and you sign and do not revoke the Separation Agreement and Release, and provided that is thirty-five (35) days after such Release becomes effective and irrevocable no later than the Date of TerminationRelease Deadline, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination Release Deadline and will only occur if the Company has timely tendered a the Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). .
(iv) In addition, and subject to the remainder of this Section 4(c)4, in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement CIIA shall be amended by replacing “one (1) year period” with “nine six (96) month period” (the “Restrictive Covenants CIIA Amendment”). The Company shall have Any severance payments contemplated by Section 4 above are conditional on you: (i) continuing to comply with the option to condition the Severance Benefitsterms of this Agreement, the vesting pursuant to CIIA ,and your PIIA (except Section 4(c)(iii6); and (ii) signing and not revoking the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmentAgreement.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you terminate your employment for Good Reason, in either case at any time prior to the occurrence of a Change in of Control or at any time after the twelve (12) 12th month anniversary following a Change in Control of Control, then (hereinafter defined)x) the Company shall, thenthrough the Date of Termination, in addition to the pay your Accrued Benefit, and (y) you will be entitled to the following payments, benefits payments and other terms, subject to the Separation Agreement and Release requirement belowbenefits:
(i) The the Company shall pay you severance pay in the form of continuation of your base salary for the nine six (96) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) months in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination; the Company shall discontinue such severance payments if at any time during such 6-month period you obtain employment in any capacity that provides you with aggregate cash compensation equal to or greater than such severance payments; if at any time during such 6-month period you obtain employment in any capacity that provides you with aggregate cash compensation less than the amount of such severance payments, with then the first payment to include Company shall reduce on a payment for all amounts delayed due to pro rata basis such severance payments by the 35-day periodamount of such aggregate cash compensation; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay salary continuation payment is considered a separate payment.;
(ii) If the Company at its cost shall provide you and your dependents with life, disability, accident and health insurance benefits substantially similar to those which you and they were participating in the Company’s group health plans receiving immediately prior to the Date of Termination and elect COBRA health continuation, Termination; you will receive these benefits until the Company shall pay a monthly cash payment through the end earlier of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(si) along with the regular employee contributions, which employee contributions the Company may withhold 6 months from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, and (ii) the date you become re-employed with benefits substantially comparable to the benefits provided under the corresponding Company plan; and
(iii) any outstanding equity grants that are subject to vesting based only on the passage of time in service will immediately vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) 6 months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination , and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date)grants. In addition, and subject No severance pay or other benefits shall be due to the remainder of you under this Section 4(c), ) unless and until you execute and deliver to the Company a release in a form suitable to release the event Company and its affiliates from any and all claims that you may have against them related to your employment is terminated by with the Company without Cause or by you for Good ReasonCompany, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option other than claims under this offer letter to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) receive compensation and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the benefits following termination of your employmentemployment with the Company.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine twelve (912) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine twelve (912) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If (i) the Company (or any of its affiliates) terminates your employment is terminated by the Company without Cause Cause, or by you (ii) You terminate Your employment for Good Reason, then the Company shall:
(A) pay You (i) in either case at equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination (the “Severance Period”), an aggregate amount equal to Your then current base salary, (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed), and (iii) within thirty (30) days following Your date of termination, an aggregate amount equal to the average annual bonus actually paid to You for the immediately prior three calendar years;
(B) reimburse You for any time COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the occurrence date of a Change termination, provided, however, that notwithstanding anything in Control or at any time this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and
(C) shall cause all outstanding shares of restricted stock and options then held by You to purchase stock of the Company to be: (A) fully vested and exercisable if such termination occurs within two years after the twelve (12) month anniversary following a Change in Control (hereinafter defined)or before a Change in Control has occurred, thenbut after the Company has commenced negotiations of a transaction that results in a Change in Control) or (B) if (A) does not apply, in addition vested and exercisable to the Accrued Benefit, you will be entitled to the following payments, benefits same extent that such options and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company restricted stock would have made been vested and exercisable if You had continued to provide health insurance to you if you had remained be employed by the Company (during the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On 24 months immediately following the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Sharestermination.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (S1 Corp /De/)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you terminate your employment for Good Reason, then you shall be entitled to the Accrued Obligations (as defined below). If you execute and allow to become effective (within 60 days following your termination without Cause or resignation for Good Reason, or such shorter period as may be directed by the Company) a release of claims in either case a form approved by the Company (the “Release Agreement”), which will include a non-competition clause substantially similar to the non-competition clause included in the Employee Confidential Information and Invention Assignment Agreement (the “Invention and Non-Disclosure Agreement”) attached hereto as Exhibit A, and comply fully with your obligations hereunder the Company will pay or provide you as severance:
(i) an aggregate amount equivalent to twelve (12) months of your then current base salary, less all applicable taxes and withholdings (the “Severance Pay”), which Severance Pay will be paid ratably in accordance with the Company’s regular payroll practices beginning in the Company’s first regular payroll cycle after the Release Agreement becomes effective; provided, however, that if the 60th day referenced above occurs in the calendar year following the date of your termination (the “Separation Date”), then the Severance Pay shall begin no earlier than January l of such subsequent calendar year; and
(ii) if you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following the Separation Date, and provided you timely execute, return, and do not revoke this fully signed and dated Agreement to the Company, and comply fully with your obligations hereunder, then the Company will pay, as and when due to the insurance carrier or COBRA administrator (as applicable), that portion of your COBRA premiums it was paying prior to the Separation Date until the earliest of (A) twelve (12) months following the Separation Date, (B) the expiration of your eligibility for the continuation coverage under COBRA, or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (the “COBRA Severance,” and such period from the termination date through the earliest of (A) through (C), the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time prior the Company determines, in its sole discretion, that the payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not limited to the occurrence 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then all payments and obligations under this clause will cease. On the 60th day following your Separation Date, provided that you have elected continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans before that date, the Company will make the first payment under this clause equal to the aggregate amount of a Change payments that the Company would have paid through such date had such payments commenced on the Separation Date through such 60th day, with the balance of the payments paid thereafter on the schedule described above. If you become eligible for coverage under another employer’s group health plan or otherwise cease to be eligible for COBRA during the period provided in Control or at any time after this clause, you must immediately notify the Company of such event, and all payments and obligations under this clause will cease; and
(iii) additionally, the vesting schedule for your outstanding equity awards will be accelerated such that the portion of the equity award that would have vested in the twelve (12) month anniversary period following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits such termination shall become vested and other terms, subject to exercisable on the Separation Date, provided that you execute and do not revoke the Release Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;Equity Acceleration,” together with the Severance Pay, Pay and COBRA Severance the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (Oncorus, Inc.)
Termination by the Company without Cause or by You with Good Reason. If (i) the Company (or any of its affiliates) terminates your employment is terminated by the Company without Cause Cause, or by you (ii) You terminate Your employment for Good Reason, then the Company shall:
(A) pay You (i) in either case at equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination (the “Severance Period”), an aggregate amount equal to Your then current base salary, (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed), and (iii) within thirty (30) days following Your date of termination, an aggregate amount equal to the average annual bonus actually paid to You for the immediately prior three calendar years;
(B) reimburse You for any time COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the occurrence date of a Change termination, provided, however, that notwithstanding anything in Control or at any time after this subsection to the twelve contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and
(12C) month anniversary if Your termination occurs within two (2) years following a Change in Control (hereinafter defined)or before a Change in Control has occurred, then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days but after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered commenced negotiations of a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but transaction that results in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(ca Change in Control), in the event that your employment is terminated by cause all outstanding options to purchase common stock of the Company without Cause or and shares of restricted stock, if any, then held by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) You to be fully vested and exercisable as of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmenttermination.
Appears in 1 contract
Samples: Employment Agreement (S1 Corp /De/)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement separation agreement and Release release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance ), if you continue to comply with the Company’s payroll practiceterms of this Agreement, beginning the CIIA, and all provisions of the Employee Proprietary Information, Inventions, Non-Competition and Non-Solicitation Agreement dated October 25, 2016 (“the “PIIA”), except for Section 6 of the PIIA entitled the Non-Compete Provision, and sign and do not revoke a separation agreement and release of known and unknown claims in the form provided by the Company (including non-disparagement, non-competition, non-solicitation, and cooperation provisions) (the “Separation Agreement” and the “Release”, attached hereto as Exhibit B) and provided that such Release becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release (such deadline, the “Release Deadline”). If the Release does not become effective by the Release Deadline, you will forfeit any rights to severance or benefits under this Section 4 or elsewhere in this Agreement. Any Severance Pay or other benefits under this Agreement that would be considered deferred compensation (as described in Section 6, below) will be paid on, or, in the case of installments, will not commence until, the sixtieth (60th) day following your separation from service, or, if later, such time as required by Section 6. Except as required by Section 6, any installment payments that would have been made to you during the sixty (60) day period immediately following your separation from service but for the preceding sentence will be paid to you on the Company’s sixtieth (60th) day following your separation from service and the remaining payments will be made as provided in this Agreement, unless subject to the 6-month payment delay described herein. Any severance payments under this Agreement that would not be considered deferred compensation will be paid on, or, in the case of installments, will not commence until, the first regular payroll date that occurs 35 days on or after the Date of Termination, with date the Release becomes effective and any installment payments that would have been made to you during the period prior to the date the Release becomes effective following your separation from service but for the preceding sentence will be paid to you on the first payment payroll date that occurs on or after the date the Release becomes effective. Notwithstanding the foregoing, this Section 4 shall not limit your ability to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of obtain expense reimbursements under Section 409A of the Internal Revenue Code of 19867 or any other compensation or benefits otherwise required by law or in accordance with written Company plans or policies, as amended (the “Code”), each installment of Severance Pay is considered a separate paymentthen in effect.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On If you continue to comply with the date terms of this Agreement, the CIIA, and all provisions of the PIIA, except for Section 6 of the PIIA entitled the Non-Compete Provision, and you sign and do not revoke the Separation Agreement and Release, and provided that is thirty-five (35) days after such Release becomes effective and irrevocable no later than the Date of TerminationRelease Deadline, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination Release Deadline and will only occur if the Company has timely tendered a the Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). .
(iv) In addition, and subject to the remainder of this Section 4(c)4, in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement CIIA shall be amended by replacing “one (1) year period” with “nine six (96) month period” (the “Restrictive Covenants CIIA Amendment”). The Company shall have Any severance payments contemplated by Section 4 above are conditional on you: (i) continuing to comply with the option to condition the Severance Benefitsterms of this Agreement, the vesting pursuant to CIIA ,and your PIIA (except Section 4(c)(iii6); and (ii) signing and not revoking the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employmentAgreement.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If your employment is terminated by the Company without Cause or by you for Good Reason, in either case at any time prior to the occurrence of a Change in Control or at any time after the twelve (12) month anniversary following a Change in Control (hereinafter defined), then, in addition to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine six (96) month period immediately following the Date of Termination (such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to you if you had remained employed by the Company (the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.. ACTIVE/86576310.2
(iii) On the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine six (96) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Shares.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine six (96) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Employment Agreement (Proteostasis Therapeutics, Inc.)
Termination by the Company without Cause or by You with Good Reason. If (i) the Company (or any of its affiliates) terminates your employment is terminated by the Company without Cause Cause, or by you (ii) You terminate Your employment for Good Reason, then the Company shall:
(A) pay You (i) in either case at equal installments as of the 1st and 15th day of each month during the 12-month period commencing on Your date of termination (the “Severance Period”), an aggregate amount equal to Your then current base salary, (ii) within thirty (30) days following Your date of termination, a pro rata portion of the annual bonus that would have been payable to You for the calendar year of termination if Your employment had not terminated (calculated based upon actual results through Your date of termination and based upon budget for the remainder of the period and pro rated for the portion of the year during which You were employed), and (iii) within thirty (30) days following Your date of termination, an aggregate amount equal to the average annual bonus/commission actually paid to You for the immediately prior three calendar years;
(B) reimburse You for any time COBRA premiums You pay for You and any of Your dependents during the Severance Period, if and to the extent You and/or Your dependents are entitled to COBRA continuation coverage under the Company’s major medical group plan in which You and/or Your dependents participated immediately prior to the occurrence date of a Change termination, provided, however, that notwithstanding anything in Control or at any time this subsection to the contrary, all other terms and provisions of the Company major medical group plan governing Your rights and Your dependent’s rights under COBRA shall apply; and
(C) shall cause all outstanding options then held by You to purchase stock of the Company to be: (A) fully vested and exercisable if such termination occurs within two years after the twelve (12) month anniversary following a Change in Control (hereinafter defined)or before a Change in Control has occurred, thenbut after the Company has commenced negotiations of a transaction that results in a Change in Control) or (B) if (A) does not apply, in addition vested and exercisable to the Accrued Benefit, you will be entitled to the following payments, benefits and other terms, subject to the Separation Agreement and Release requirement below:
(i) The Company shall pay you severance pay in the form of continuation of your base salary for the nine (9) month period immediately following the Date of Termination (same extent that such severance pay being “Severance Pay;” such period being the “Severance Period”) in accordance with the Company’s payroll practice, beginning on the Company’s first regular payroll date that occurs 35 days after the Date of Termination, with the first payment to include a payment for all amounts delayed due to the 35-day period; provided that, solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), each installment of Severance Pay is considered a separate payment.
(ii) If you were participating in the Company’s group health plans immediately prior to the Date of Termination and elect COBRA health continuation, the Company shall pay a monthly cash payment through the end of the Severance Period, the end of your COBRA health continuation period or your eligibility for group medical care coverage through subsequent employment, whichever occurs earliest, in an amount equal to the monthly employer contribution that the Company options would have made been vested and exercisable if You had continued to provide health insurance to you if you had remained be employed by the Company (during the “Health Benefit;” together with the Severance Pay, the “Severance Benefits”). The Company shall make such monthly cash payment directly to the applicable insurer(s) along with the regular employee contributions, which employee contributions the Company may withhold from the Severance Pay; provided that if the Company determines that its payment of the Health Benefit is taxable income to you, it may pay such amount directly to you subject to applicable tax-related deductions and withholdings.
(iii) On 24 months immediately following the date that is thirty-five (35) days after the Date of Termination, any outstanding equity grants that are subject to vesting based only on the passage of time in service will vest with respect to that number of shares which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule. The shares representing the difference between the number of shares that are vested on the Date of Termination and the number which would have vested if you had continued in employment with the Company for a period of nine (9) months following the Date of Termination in accordance with any such equity grant’s vesting schedule are referred to as the “Additional Sharestermination.” Any termination or forfeiture of the Additional Shares that would otherwise occur on the Date of Termination in the absence of this Agreement will be delayed until the 35th day after the Date of Termination and will only occur if the Company has timely tendered a Separation Agreement and Release as defined below but such Separation Agreement and Release has not become fully executed and effective. You shall have 90 days from the Date of Termination to exercise vested equity grants (but in no event later than the applicable expiration date). In addition, and subject to the remainder of this Section 4(c), in the event that your employment is terminated by the Company without Cause or by you for Good Reason, Section 6 (entitled “Non-Compete Provision”) of the Restrictive Covenants Agreement shall be amended by replacing “one (1) year period” with “nine (9) month period” (the “Restrictive Covenants Amendment”). The Company shall have the option to condition the Severance Benefits, the vesting pursuant to Section 4(c)(iii) and the Restrictive Covenants Amendment on your timely execution and non-revocation of a separation agreement substantially in the form of Exhibit A, subject to any modifications based on legal developments occurring after the effective date of this Agreement (a “Separation Agreement and Release”). To exercise such option, the Company must tender a Separation Agreement and Release to you no later than five (5) days after the termination of your employment.
Appears in 1 contract
Samples: Termination Agreement (S1 Corp /De/)
