Termination Severance Benefits. The Employment Period and Executive's employment with the Company will terminate upon the first to occur of the following and the Company shall make the following payments and no other payments upon the occurrence of such event, subject in all cases to the terms and conditions of subsection 10(e) hereof:
Termination Severance Benefits. 6.1 Employer may terminate this Agreement and Employee's employment hereunder at any time for Cause. If Employee's employment hereunder is terminated for Cause, Employee shall not be entitled to any payments or benefits hereunder except for (i) unpaid salary already earned and (ii) unpaid benefits which are provided under subsection 5.3 above, have already become vested and are payable upon such termination of employment under the terms and practices of the plans or arrangements under which such benefits are provided. For all purposes of this Agreement, "Cause" means:
Termination Severance Benefits. Except as otherwise provided herein and subject to Section 4(g), the compensation and termination payments provided pursuant to this Section 3(c) shall be paid at such times and in such manner as payments normally would be made under Section 2 above and shall be subject to deductions and withholding as provided in Section 2(a) above.
(i) In the event Executive’s employment hereunder is terminated by mutual agreement pursuant to Section 3(b)(i) above, the Company shall provide to Executive any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination and such additional sums, if any, as mutually agreed in writing by the Executive and the Company.
(ii) In the event Executive’s employment hereunder is terminated for Cause pursuant to Section 3(b)(ii) above, the Company’s sole obligation to the Executive shall be the provision of any payments and benefits pursuant to Section 2 above which have been earned but have not been provided through the date of termination.
(iii) In the event Executive’s employment hereunder is terminated by the Executive upon not less than thirty (30) days’ prior written notice to the Company pursuant to Section 3(b)(iii) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned hut have not been provided through the date of termination.
(iv) In the event Executive’s employment hereunder is terminated by the Company upon not less than thirty (30) days’ prior written notice to the Executive pursuant to Section 3(b)(iv) above, the Company shall provide all payments and benefits to the Executive pursuant to Section 2 above which have been earned but have not been provided through the date of termination, and shall pay to the Executive severance benefits of: (A) twenty-four (24) months of continued Base Salary at Executive’s then current rate, to be paid on the regular payroll schedule of the Company commencing with the date of termination; (B) an amount equal to the Executive’s Performance Bonus as has been declared but not yet paid to Executive, to he paid in a lump sum within thirty (30) days of the date of termination; and (C) continuation of all benefits set forth in Section 2(h) above during the period in which severance is paid out to the Executive, to the extent permitted by the Company’s then current benefit plans.
(v) In the event Executive’s employment hereunder is terminated by the Execu...
Termination Severance Benefits. You may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment at any time, with or without cause or advance notice. Your employment at-will status can only be modified in a written agreement signed by you and an authorized member of the Board (other than you).
(A) the Company terminates your employment for a reason other than (i) Cause, as defined below, , (B) you resign for Good Reason, as defined below, or (C) your employment terminates due to your (i) death or (ii) Disability, as defined below, (each, an “Involuntary Termination”), subject to your satisfaction of the Conditions (as defined below) within the Deadline (as defined below), the Company will provide you with the following severance benefits: (1) a cash severance amount equal to twelve (12) months of your base salary then in effect plus an additional $12,000; (2) accelerated vesting and exercisability, as applicable, of your then outstanding Equity with respect to that number of shares equal to fifty percent (50%) of the number of shares originally subject to such Equity, provided that, notwithstanding the foregoing, any Performance Award shall be governed by its own terms with respect to its treatment in the event of an Involuntary Termination outside the Change in Control Period; (3) a prorated amount of your target annual bonus from the beginning of the Company’s fiscal year until the date of your termination of employment (the “Pro Rata Bonus”) and (4) provided you timely elect continued group health plan coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) the Company shall pay directly or reimburse your COBRA premiums for a period of twelve (12) months following your date of termination. In the event of your Involuntary Termination within the Change in Control Period, the Company will provide you with the following severance benefits: (1) a cash severance amount equal to eighteen (18) months of your base salary then in effect plus an additional $12,000; (2) accelerated vesting and exercisability, as applicable, of one hundred percent (100%) of your then outstanding Equity, provided that, notwithstanding the foregoing, any Performance Award shall be governed by its own terms with respect to its treatment in the event of an Involuntary Termination within the Change in Control Period; (3) the Pro Rata Bonus and (4) provided you timely...
Termination Severance Benefits. (a) The Corporation may terminate the employment of Employee hereunder (i) at any time without Cause (as defined below), (ii) after Employee becomes Disabled (as defined below) or (iii) for Cause. Notice of any such termination shall be in writing and shall be effective upon receipt by Employee. The Corporation shall terminate Employee’s employment pursuant to this Section 8(a) only if (x) the Board of Directors, at a meeting called and held for that purpose, shall have adopted a resolution directing the Corporation to effect such termination, (y) in the case of any termination for Cause, Employee shall have been provided with reasonable notice of such meeting and shall have been given the opportunity to be heard prior to the vote being taken by the Board of Directors and such resolution is adopted by the Board of Directors (excluding Employee) and (z) in the case of any termination for Disability, a personal physician selected by the Board of Directors shall have made a determination that Employee has become Disabled. Any notice of termination for Cause shall specify the particular grounds therefor in reasonable detail. As used herein, the term “Disabled” shall mean Employee becoming physically or mentally disabled or incapacitated to the extent that he has been unable to perform the essential functions of his position on account of such disabilities or incapacitation for a continuous period of three (3) months. As used herein, the term “Cause” shall mean and be limited to the following: (A) willful misconduct by Employee in the performance of his duties which causes material damage to the Corporation; (B) Employee’s conviction of or a plea of “guilty” or “no contest” to either (I) a felony or (II) a crime involving moral turpitude, deceit, dishonesty or fraud in each case under the laws of the United States or any state thereof; (C) Employee’s intentional unauthorized use or disclosure of the confidential information or trade secrets of the Corporation, which use or disclosure causes material harm to the Corporation; (D) Employee’s material breach of any of the terms or provisions of this Agreement that has not been cured, if susceptible to cure, by Employee to the reasonable satisfaction of the Corporation within fifteen (15) days; (E) Employee’s fraudulent action or personal dishonesty in connection with the performance of his duties set forth herein or (F) Employee’s failure to perform assigned reasonable and lawful duties after receiving written noti...
Termination Severance Benefits. Either Company or Employee may terminate this Agreement at any time with or without Cause or with or without Good Reason. For avoidance of doubt, no Severance Benefits shall be due or payable under this Section 8 in the absence of a Change of Control as defined in Section 10.4 or, even in connection with a Change of Control, if the Employee is terminated for Cause as defined in Section 10.2 or if Employee resigns other than for Good Reason as defined in Section 10.4.
Termination Severance Benefits. (a) In subsection (i) of Paragraph 6 (c) of the Employment Agreement, the phrase "a senior vice president" is hereby deleted and the phrase "President and Chief Operating Officer" is substituted in lieu thereof.
(b) In Paragraph 6 (g) of the Employment Agreement, subparagraph (i) is hereby deleted in its entirely and the following is substituted in lieu thereof:
Termination Severance Benefits. In no way limiting the Company’s policy of employment at will, each of the Company and the Employee shall have the right to terminate Employee’s employment with the Company without Cause upon 90 days prior written notice (which notice requirement from Employee may be waived by the Company, in which case the Severance Period (defined below) shall begin as of the date of notice of termination by the Employee). If the Employee’s employment is terminated by the Company without Cause (as defined in Section 7(f) above), if the Employee voluntarily terminates his employment due to Good Reason (as defined herein) or if Employee’s employment with the Company terminates as a result of the Employee’s death or Disability (as defined in Section 7(f) above) then the Company will provide severance benefits to the Employee or his estate as set forth in this Section 9. As a condition to the Employee’s receipt of such benefits, the Employee is required to comply with the Employee’s continuing obligations (including the return of any Company property), resign from all positions the Employee holds with the Company, and execute the Company’s Release. Except as set forth below, and except as otherwise specified herein, the Employee will not be entitled to any severance benefits upon the termination of the Employee’s employment with the Company.
(a) Severance Payment
(i) Termination Within First 3
Termination Severance Benefits. You will be eligible to participate in the Mirati Therapeutics, Inc. Executive Severance Plan, a copy of which is set forth in Exhibit A.
Termination Severance Benefits. Nothing in this Agreement alters your employment at will status. Accordingly, during the Retention Period you are entitled to resign your employment with or without Cause or advance notice, and the Company may terminate your employment with or without Cause or advance notice. Although the Company is not obligated to do so, in the event that (i) you resign from employment or from your consultancy at the conclusion of the Retention Period, (ii) your employment or your consultancy is terminated without Cause at the conclusion of the Retention Period, or (iii) your consultancy is terminated without Cause after a new CMO has been appointed by the Company but prior to the conclusion of the Retention Period (any such termination date in (i) – (iii), the “Separation Date”), and (iv) in each case, you timely execute a general release of claims in favor of the Company, as attached hereto as Exhibit B (the, “Separation Date Release”) on or within sixty (60) days following the Separation Date, and allow it to become effective and otherwise comply with your obligations to the Company (including satisfactorily performing your duties during the Retention Period) (collectively, the “Severance Preconditions”), then you will be eligible to receive the following severance benefits (the “Severance Benefits”), which shall extinguish, supersede and replace the severance benefits as stated in your Employment Offer Letter Agreement dated as of August 11, 2019 (the “Prior Agreement”):
