Common use of Termination Outside a Change in Control Period Clause in Contracts

Termination Outside a Change in Control Period. If, during the Term of Employment but outside the period beginning three months prior to and ending 18 months following a Change in Control (such period, a “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, then, in addition to the payments and benefits described in Section 6(a) above, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”): (A) During the nine-month period commencing on the Date of Termination (the “Severance Period”), the Company shall continue to pay Executive the sum of the Executive’s Annual Base Salary, such payment to be made in accordance with the Company’s regular payroll procedures, with the first such installment to occur on the first payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof and inclusive of any installments that would have been made had the Release been immediately effective and irrevocable. (B) During the period commencing on the Date of Termination and ending on the last day of the Severance Period, or if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (x) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (y) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).

Termination Outside a Change in Control Period. If, during the Term of Employment but outside the period beginning three months prior to and ending 18 months following a Change in Control (such period, a “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, then, in addition to the payments and benefits described in Section 6(a) above, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”): (A) During the ninetwelve-month period commencing on the Date of Termination (the “Severance Period”), the Company shall continue to pay Executive the sum of the Executive’s Annual Base Salary, such payment to be made in accordance with the Company’s regular payroll procedures, with the first such installment to occur on the first payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof and inclusive of any installments that would have been made had the Release been immediately effective and irrevocable. (B) During the period commencing on the Date of Termination and ending on the last day of the Severance Period, or if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (x) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (y) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).

Termination Outside a Change in Control Period. If, during the Term of Employment but outside of the period beginning three 3 months prior to and ending 18 12 months following a Change in Control (such period, a “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, then, in addition to the payments and benefits described in Section 6(a) above, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that (i) does not impose any restrictive covenant upon Executive that had not been agreed prior to the date of notice of Executive’s termination, and (ii) excludes from such waiver and release all claims of Executive to be indemnified, for Executive’s acts and omissions, as a director and an officer under applicable Company governing instruments and applicable law and under all contracts of directors and officers liability insurance, (a “Release”) and which Release becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”):hereof: (A) During the nine12-month period commencing on the Date of Termination (the “Severance Period”), the Company shall continue to pay Executive the sum of the Executive’s Annual Base Salary, such payment to be made in substantially equal installments in accordance with the Company’s regular payroll procedures, with the first such installment to occur on the first payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof and inclusive of any installments that would have been made had the Release been immediately effective and irrevocable. (B) The Company shall pay to Executive an amount equal to Executive’s Annual Bonus for the year of termination assuming achievement of all performance goals at target. Such amount will be subject to applicable withholdings and payable in a single lump sum payment on the first regular payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof. (C) During the period commencing on the Date of Termination and ending on the last day of the Severance Period, or if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (x) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (y) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof). (D) Solely in the event of a termination of Executive’s employment effected by the Company for other than Cause, any portion of the Option that is vested and outstanding as of the Date of Termination shall remain exercisable through the earliest of (i) the 10th anniversary of the Option grant date, (ii) the 9-month anniversary of the initial public offering of the Company’s common stock or other transaction pursuant to which the Company’s common stock becomes publicly traded on a national exchange, or (iii) immediately prior to a Change in Control (provided that, to the extent not cashed out, assumed or substituted for pursuant to such Change in Control, Executive shall be provided written notice at least 10 days prior to the closing of such Change in Control).

Termination Outside a Change in Control Period. If, during the Term of Employment but outside the period beginning three months prior to and ending 18 months following a Change in Control Period (such period, a “Change in Control Period”as defined below), Executive’s your employment is terminated by the Company without Cause (as defined below) or Executive resigns if you voluntarily resign for Good ReasonReason (as defined below), then: i. you will be eligible to receive: 1. the Accrued Benefits (as defined below); 2. a lump sum severance payment in an amount equal to one times the sum of your Annual Base Salary and your Bonus Amount (provided however that your entitlement to severance pay under the terms of applicable law and your employment agreement will be credited towards such amount); ii. the portion of PYPL’s time-vested stock option awards and time-vested restricted stock unit awards (“RSUs”) held by you as of immediately prior to your Termination Date that would have otherwise become vested and exercisable pursuant to their respective vesting schedules through the one-year anniversary of your Termination Date, in addition but for your termination of employment, shall accelerate, vest and become fully exercisable; and iii. any PYPL performance-based restricted stock units, other than the performance-based restricted stock units awarded under the AIP (“AIP Shares”), held by you as of immediately prior to your Termination Date, with a vesting date on or prior to the payments and benefits described in Section 6(a) above, subject to Executive’s delivery to the Company first anniversary of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”): (A) During the nine-month period commencing on the your Termination Date of Termination (the “Severance PeriodPBRSUs”)) shall be deemed to have been earned and vested assuming achievement of target performance with respect to the applicable performance period; provided, however, that in the Company shall continue to pay Executive event that (a) you become a Section 16 officer following the sum execution of this Agreement and (b) the Executive’s Annual Base Salary, such payment PBRSUs were intended to be made in accordance with the Company’s regular payroll procedures, with the first such installment to occur on the first payroll date following the date the Release becomes effective and irrevocable or granted as otherwise provided in Section 11(d) hereof and inclusive of any installments that would have been made had the Release been immediately effective and irrevocable. (B) During the period commencing on the Date of Termination and ending on the last day of the Severance Period, or if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage qualified performance based compensation under Section 4980B 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), such PBRSUs shall remain outstanding and eligible to vest, based solely on the achievement of PYPL’s performance pursuant to the terms of the PBRSUs; and, to the extent such performance targets are determined to have been achieved following the completion of the performance period, the PBRSUs shall vest and be settled pursuant to the terms of the PBRSUs (i.e., the settlement of the PBRSUs, if any, shall be deemed vested on the date that all other participants of the PBRSUs receive the underlying shares). Subject to Sections 1(b) and the regulations thereunder1(c) of this Agreement, the Company shall, in its sole discretion, either (x) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (y) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is notthe terms of your equity award agreements, or ceases prior to the expiration of the continuation coverage period to beany unvested RSUs, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy PBRSUs and stock options shall thereafter terminate and be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof)forfeited upon your Termination Date.

Termination Outside a Change in Control Period. If, during the Term of Employment but outside the period beginning three months prior to and ending 18 12 months following a Change in Control (such period, a “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, then, in addition to the payments and benefits described in Section 6(a) above, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”): (A) During the nine-month period commencing on the Date of Termination (the “Severance Period”), the Company shall continue to pay Executive the sum of the Executive’s Annual Base SalarySalary as in effect immediately prior to such termination of employment (but disregarding any reduction thereof during the prior 12-month period or that constituted Good Reason hereunder), such payment to be made in accordance with the Company’s regular payroll procedures, with the first such installment to occur on the first payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof and inclusive of any installments that would have been made had the Release been immediately effective and irrevocable. (B) During the period commencing on the Date of Termination and ending on the last day of the Severance Period, or if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (x) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (y) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).

Termination Outside a Change in Control Period. If, during the Term of Employment but outside the period beginning three (3) months prior to and ending 18 twelve (12) months following a Change in Control (such period, a “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason, then, in addition to the payments and benefits described in Section 6(a) above, subject to Executive’s delivery to the Company of a waiver and release of claims agreement in a form approved by the Company that becomes effective and irrevocable in accordance with Section 11(d) hereof (a “Release”): (A) During the nine-month period commencing on the Date of Termination (the “Severance Period”), the Company shall continue to pay Executive the sum of the Executive’s Annual Base Salary, such payment to be made in accordance with the Company’s regular payroll procedures, with the first such installment to occur on the first payroll date following the date the Release becomes effective and irrevocable or as otherwise provided in Section 11(d) hereof and inclusive of any installments that would have been made had the Release been immediately effective and irrevocable. (B) During the period commencing on the Date of Termination and ending on the last day of the Severance Period, or if earlier, the date on which Executive becomes eligible for comparable replacement coverage under a subsequent employer’s group health plan (in any case, the “Non-CIC COBRA Period”), subject to Executive’s valid election to continue healthcare coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (the “Code”) and the regulations thereunder, the Company shall, in its sole discretion, either (x) continue to provide to Executive and Executive’s dependents, at the Company’s sole expense, or (y) reimburse Executive and Executive’s dependents for coverage under its group health plan (if any) at the same levels in effect on the Date of Termination; provided, however, that if (1) any plan pursuant to which such benefits are provided is not, or ceases prior to the expiration of the continuation coverage period to be, exempt from the application of Section 409A under Treasury Regulation Section 1.409A-1(a)(5), (2) the Company is otherwise unable to continue to cover Executive or Executive’s dependents under its group health plans, or (3) the Company cannot provide the benefit without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then, in any such case, an amount equal to each remaining Company subsidy shall thereafter be paid to Executive in substantially equal monthly installments over the Non-CIC COBRA Period (or remaining portion thereof).