Common use of Conditions To And Timing Of Severance Payments Clause in Contracts

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide the Executive the Severance Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including post-employment restrictive covenants substantially similar to those found in this Agreement, in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments and Health Continuation Benefits to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment, together with the pro-rated Target Bonus described under Section 5(b)(iii) above and the Signing Bonus (to the extent not paid prior to the date the Executive’s employment terminates), will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “Code”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide the Executive Employee the Severance Benefits and/or (ii) Parent to provide Payments and the accelerated vesting Equity Acceleration is conditioned, however, on Employee’s cooperation in the transition of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing Employee’s duties and returning, without revoking, Employee’s execution and return to the Company of a timely Separation Agreement and effective General Release, which will include a release by Employee of all releasable claims relating to employment or separation agreement containing from employment, reaffirmation of Employee’s obligations under the Confidential Information, Non-Disclosure, Non-Solicitation, Non-Compete and Rights to Intellectual Property Agreement, a general release of claims and other customary terms, including twelve-month post-employment restrictive covenants substantially similar to those found in this Agreementnon-competition provision, in and confidentiality, non-disparagement and cooperation obligations of the form provided to the Executive by the Company at the time that the Executive’s employment terminates parties (the “Separation Agreement”) in a form substantially similar to the form attached hereto as Exhibit 4(c). The Separation Agreement must become effectivebinding and enforceable within 60 calendar days after Employee’s termination of employment. Except as otherwise provided by this Agreement, if at all, or as may be mutually agreed by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any parties, any Severance Payments and Health Continuation Benefits to which the Executive Employee is entitled will be payable provided in the form of salary continuation continuation, payable in accordance with the normal payroll practices of the Company. The Unless otherwise provided by this Agreement, the first such payment, together with the pro-rated Target Bonus described under Section 5(b)(iii) above and the Signing Bonus (to the extent not paid prior to the date the Executive’s employment terminates), payment will be made on the Company’s 's next regular payday following the expiration effective date of sixty (60) calendar days from the date Severance Agreement and General Release; but that the Executive’s employment terminates, but will be first payment shall include all amounts accrued retroactive to the day following such the date of termination. Notwithstanding the foregoing, in the event that the CompanyEmployee’s payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “Code”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefitemployment terminated.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide the Executive the Severance Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including post-employment restrictive covenants substantially similar to those found in this Agreement, in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments and Health Continuation Benefits to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment, together with the pro-rated Target Bonus described under Section 5(b)(iii5(b) above and the Signing Bonus (to the extent not paid prior to the date the Executive’s employment terminates)iii) above, will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “Code”), the Patient Protection patient protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide the Executive the Severance Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award isis , in each case, conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including post-employment restrictive covenants substantially similar to those found in this Agreement, in the form provided to the Executive by the Company at the time that the Executive’s 's employment terminates (the “" Separation Agreement”"). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s 's employment terminates. Any Severance Payments and Health Continuation Benefits to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment, together with the pro-rated Target Bonus described under Section 5(b)(iii) above and the Signing Bonus (to the extent not paid prior to the date the Executive’s employment terminates)above, will be made on the Company’s 's next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s 's employment terminates, but will be retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company’s 's payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(hl05(h) of the Internal Revenue Code, as amended (the “"Code”"), the Patient Protection and Affordable Care Ca re Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide the Executive the Severance Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his her signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary termste1ms, including post-employment restrictive covenants substantially similar to those found in this Agreement, in the form provided to the Executive by the Company at the time that the Executive’s 's employment terminates (the “"Separation Agreement”"). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s 's employment terminateste1minates. Any Severance Payments and Health Continuation Benefits to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment, together with the pro-rated Target Bonus described under Section 5(b)(iii) above and the Signing Bonus (to the extent not paid prior to the date the Executive’s employment terminates)above, will be made on the Company’s 's next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s 's employment terminates, but will be retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company’s 's payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “"Code”"), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.

Conditions To And Timing Of Severance Payments. Any obligation of (i) the Company to provide the Executive the Severance Benefits and/or (ii) Parent to provide the accelerated vesting of Options described in Paragraph 2 of Schedule A of the Award is, in each case, conditioned on his signing and returning, without revoking, to the Company a timely and effective separation agreement containing a general release of claims and other customary terms, including post-employment restrictive covenants substantially similar to those found in this Agreement, in the form provided to the Executive by the Company at the time that the Executive’s employment terminates (the “Separation Agreement”). The Separation Agreement must become effective, if at all, by the sixtieth (60th) calendar day following the date the Executive’s employment terminates. Any Severance Payments and Health Continuation Benefits to which the Executive is entitled will be payable in the form of salary continuation in accordance with the normal payroll practices of the Company. The first such payment, together with the pro-rated Target Bonus described under Section 5(b)(iii) above and the Signing Bonus (to the extent not paid prior to the date the Executive’s employment terminates)above, will be made on the Company’s next regular payday following the expiration of sixty (60) calendar days from the date that the Executive’s employment terminates, but will be retroactive to the day following such date of termination. Notwithstanding the foregoing, in the event that the Company’s payment of the Health Continuation Benefits would subject the Company to any tax or penalty under Section 105(h) of the Internal Revenue Code, as amended (the “Code”), the Patient Protection and Affordable Care Act, as amended, any regulations or guidance issued thereunder, or any other applicable law, in each case, as determined by the Company, the Executive and the Company shall work together in good faith to restructure such benefit.