Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, (A) A lump sum payment equal to two and one half (2.5) times his Base Salary in effect at the date of termination, less applicable withholding. (B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage. (C) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA. (D) In the event of a termination Without Cause or Change in Control, Employee shall be paid a pro-rata amount of the target bonus determined by the percentage of time Employee was employed during the fiscal year. (E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii). In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, Xxxxxxx 00 xxx 00 xxxxx,
(AX) A lump sum payment equal to two and one half (2.5) times his Base Salary in effect at the date of termination, less applicable withholding.
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage. .
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination such that the number of option shares equal to 1/36th the number of option shares multiplied by the number of full months of Employee’s employment hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or effect, and shall not be exercisable by the Employee.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.
(D) In the event of a termination Without Cause or Change in Control, Employee shall be paid a pro-rata amount of the target bonus determined by the percentage of time Employee was employed during the fiscal year.
(E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii). In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, Sxxxxxx 00 xxx 00 xxxxx,
(AX) A lump sum payment equal to two and one half (2.5) times his Base Salary in effect at the date of termination, less applicable withholding. .
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage. .
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination such that the number of option shares equal to 1/36th the number of option shares multiplied by the number of full months of Employee’s employment hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or effect, and shall not be exercisable by the Employee.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.
(D) In the event of a termination Without Cause or Change in Control, Employee shall be paid a pro-rata amount of the target bonus determined by the percentage of time Employee was employed during the fiscal year.
(E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii). In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his her employment with Good Reason, he she shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, Sxxxxxx 00 xxx 00 xxxxx,
(AX) A lump sum payment equal to two and one half (2.5) 0.5 times his her Base Salary in effect at the date of termination, less applicable withholding. .
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he she is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his her payments for insurance coverage. Employee shall give the Company prompt notice of his her eligibility for comparable coverage. .
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination as defined in the Employees Stock option agreements.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revokingrevoking within the time period specified to such release, but in any event no later than 60 days following the termination of employment, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.
(D) In Payment of the event of a termination Without Cause or Change severance payments and benefits in Control, Employee this Section 7 shall be paid a pro-rata amount or commence to be paid within 60 days of the target bonus determined termination of employment; provided that if such 60-day period begins in one calendar year and ends in a second calendar year, the severance payments shall be paid in the second calendar year by the percentage of time Employee was employed during the fiscal year.
(E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee last day of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii)60-day period. In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, Xxxxxxx 00 xxx 00 xxxxx,
(AX) A lump sum payment equal to two and one half (2.5) 1.5 times his Base Salary in effect at the date of termination, less applicable withholding. withholding which will be paid to Employee within 60 days of the date of termination of employment.
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage. .
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination as defined in the Employees Stock option agreements.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.
(D) In the event of a termination Without Cause or Change in Control, Employee shall be paid a pro-rata amount of the target bonus determined by the percentage of time Employee was employed during the fiscal year.
(E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii). In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, Sxxxxxx 00 xxx 00 xxxxx,
(AX) A lump sum payment equal to two and one half (2.5) times his Base Salary in effect at the date of termination, less applicable withholding.
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage. .
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination such that the number of option shares equal to 1/24th the number of option shares multiplied by the number of full months of Employee’s employment hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or effect, and shall not be exercisable by the Employee.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.
(D) In the event of a termination Without Cause or Change in Control, Employee shall be paid a pro-rata amount of the target bonus determined by the percentage of time Employee was employed during the fiscal year.
(E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii). In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
Without Cause; Good Reason. In the event that the Company terminates Employee’s employment hereunder without Cause, or the Employee terminates his employment with Good Reason, he shall be entitled to the Accrued Compensation and, subject to Section 21 and 22 below, ,
(A) A lump sum payment equal to two and one half (2.5) times his Base Salary in effect at the date of termination, less applicable withholding. .
(B) Continued participation (via state or federal insurance continuation laws such as COBRA, to the extent available) in the health and welfare plans (or comparable plans, if continued participation in the Company’s plans is not available) provided by the Company to Employee at the time of termination for a period of two years from the date of termination or, if earlier, until he is eligible for comparable coverage with a subsequent employer. The Company agrees to reimburse the payments Employee makes for such coverage, whether via continuation or separate comparable policy. Premium reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits documentation to the Company substantiating his payments for insurance coverage. Employee shall give the Company prompt notice of his eligibility for comparable coverage. .
(C) All vested stock options shall remain exercisable from the date of termination until the expiration date of the applicable award. So long as the Section 8 below does not apply, then all options which are unvested at the date of termination Without Cause or for Good Reason shall be accelerated as of the date of termination such that the number of option shares equal to 1/24th the number of option shares multiplied by the number of full months of Employee’s employment hereunder shall be deemed vested and immediately exercisable by the Employee. Any unvested options over and above the foregoing shall be cancelled and of no further force or effect, and shall not be exercisable by the Employee.
(D) Any severance payments and/or other separation benefits contemplated by this Agreement are conditional on Employee: (i) continuing to comply with the terms of this Agreement and the PIA (as defined herein); (ii) delivering prior to or contemporaneously with any such severance payments, and not revoking, (x) a customary general release of claims relating to Employee’s employment and/or this Agreement against the Company or its successor, its subsidiaries and their respective directors, officers and stockholders and (y) a customary affirmation of Employee’s continuing obligations hereunder and under the PIA.
(D) In the event of a termination Without Cause or Change in Control, Employee shall be paid a pro-rata amount of the target bonus determined by the percentage of time Employee was employed during the fiscal year.
(E) For the avoidance of doubt, Employee shall receive the payments specified in this Section 7(e)(ii) and shall not be entitled to any other compensation that would have been made for the remainder of a Continued Term or Renewal Term or payments under any other severance plan. For example, if the Employment Period has been automatically renewed for twelve (12) months starting April 7, 2025 and Employee resigns as an employee of the Company for an event of Good Reason on July 7, 2025, Employee shall not be entitled to receive payments for the period of July 7, 2025 through April 7, 2026; Employee will receive only the payments noted in this Section 7(e)(ii). In no case shall Employee be entitled to payment for any period Employee is not performing services under this Agreement beyond the payments provided for under this Section 7(e)(ii). Unless otherwise required by law, no severance payments and/or benefits under this Agreement will be paid and/or provided until after the expiration of any relevant revocation period. Subject to the effectiveness of the release, the severance payments shall be paid on the first payroll date that begins 30 days after Employee’s termination of employment.
Appears in 1 contract
