Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:” i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter. ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company. b. You shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits. c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program. d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
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Samples: Employment Agreement (Millendo Therapeutics, Inc.), Employment Agreement (Millendo Therapeutics, Inc.)
Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:”
i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
ii. The Company will also provide you with twelve (12) months of professional services outplacement assistance with an outplacement vendor. Payments for such services will be made directly to the outplacement vendor. If you choose not to use such outplacement services, no compensation will be paid to you in lieu thereof.
b. You shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
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Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:”
i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
b. You x. Xxx shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
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Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, employment at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b10(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the ParentCompany, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b10(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:”
i. The Company will pay you an amount equal to twelve 12 (12twelve) months months’ of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve 12 (12twelve) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
b. You shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.COBRA
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Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:”
i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
b. You shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
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Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:.”
i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
b. You shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
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Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b8(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b8(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:”
i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
b. You x. Xxx shall not receive the Severance Benefits (pursuant to Section 9(a8(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a9 (a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the your Employee Confidential Information, Inventions, Non-Solicitation and Non-Competition Agreement (“CIIA”); and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a8(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a9(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
Appears in 1 contract
Termination Without Cause or for Good Reason Absent a Change in Control. a. If the Company terminates your employment, at any time except during the Change in Control Period (as defined below), without “Cause” (as defined below) or you resign for “Good Reason” (as defined below) then you shall be entitled to receive the Accrued Obligations (defined below). Subject to your full compliance with this Section and Section 9(b) and provided that such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), if you timely execute a Separation Agreement separation agreement that includes a general release of claims in favor of the Company and the Parent, in the form presented by the Company (the “Release”), and allow it to become effective in accordance with Section 9(b) (the date that the Release becomes effective and may no longer be revoked by you is referred to as the “Release Effective Date”), then the Company will provide you with the following “Severance Benefits:”
i. The Company will pay you an amount equal to twelve (12) months of your then current Base Salary, less applicable withholdings and deductions, paid in twenty-four (24) equal installments beginning on the Company’s first regularly scheduled payroll date which occurs at least five (5) business days following the Release Effective Date, with the remaining twenty-three (23) installments occurring on the Company’s regularly scheduled payroll dates thereafter.;
ii. If you timely elect continued coverage under COBRA for yourself and your covered dependents under the Company’s group health plans following such termination, then the Company shall pay 100% of the COBRA premiums necessary to continue your and your covered dependents’ health insurance coverage in effect for yourself (and your covered dependents) on the termination date until the earliest of: (i) twelve (12) months following the termination date; (ii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination (such period from the termination date through the earlier of (i)-(iii), (the “COBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines that its payment of COBRA premiums on your behalf would result in a violation of applicable law (including, but not limited to, the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company shall pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premium for such month, subject to applicable tax withholding, for the remainder of the COBRA Payment Period. Nothing in this Agreement shall deprive you of your rights under COBRA or ERISA for benefits under plans and policies arising under your employment by the Company.
b. You shall not receive the Severance Benefits (pursuant to Section 9(a)) or Change in Control Severance Benefits (pursuant to and as defined in Section 10(a)) unless you execute the Release within the consideration period specified therein, which shall in no event be more than 60 days following your Separation from Service, and until the Release becomes effective and can no longer be revoked by you under its terms. Your ability to receive the Severance Benefits or Change in Control Severance Benefits is further conditioned upon you: returning all Company property and any Parent property; complying with your post-termination obligations under this letter and the CIIA; and complying with the Release including without limitation any non-disparagement and confidentiality provisions contained therein. For the avoidance of doubt, you will only be eligible to receive, at most, either the Severance Benefits or the Change in Control Severance Benefits, but under no circumstance will you be eligible to receive both Severance Benefits and Change in Control Severance Benefits.
c. The Severance Benefits (provided to you pursuant to Section 9(a)) or Change in Control Severance Benefits (provided to you pursuant to Section 10(a)) are in lieu of, and not in addition to, any benefits to which you may otherwise be entitled under any Company and any Parent severance plan, policy or program.
d. The damages caused by your termination of employment without Cause would be difficult to ascertain; therefore, the Severance Benefits or Change in Control Severance Benefits for which you are eligible in exchange for the Release are agreed to by the parties as liquidated damages, to serve as full compensation, and not a penalty.
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