Leaver Arrangements Sample Clauses

Leaver Arrangements. (a) If a POM Founder leaves the Company as a Good Leaver prior to the expiry of the Earn-out Period, the following rules will apply: i. The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind; and ii. Any unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters. (b) If a POM Founder leaves the Company as an Early Leaver prior to the expiry of the Earn-out Period, the following rules will apply: i. The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether paid or unpaid) portion of the Earn-out Amount, shall be entirely earned and not be subject to any reimbursement obligation of any kind; ii. A portion of such POM Founder’s unvested Pro Rata Portion of the Earn-out Amount will be paid to such POM Founder upon achievement of the respective Milestones or any of its sub-parameters, calculated pro rata temporis the time of the occurrence of the Early Leaver scenario in relation to a period of two (2) years. For example, in case of the occurrence of an Early Leaver scenario six (6) months following the Closing Date, the relevant POM Founder shall only be entitled to twenty-five percent (25%) of its Pro Rata Portion of the Earn-out Amount that is achieved after such Early Leaver termination; iii. The portion of the Earn-out Amount that is forfeited by the POM Founder leaving as an Early Leaver pursuant to Section 7.2(b)ii, will be allocated to the other remaining active POM Founders (on a pro rata basis vis-à-vis each other) and the Purchaser on the basis of a fifty-fifty (50-50) ratio. (c) If a POM Founder leaves the Company as a Bad Leaver prior to the expiry of the Earn-out Period, the following rules will apply: i. The POM Founder’s Pro Rata Portion of the Closing Amount, as well as any vested (whether unpaid or not) portion of the Earn-out Amount, shall be entirely earned and not subject to any reimbursement obligation of any kind; ii. The POM Founder who leaves as Bad Leaver will lose any right to any unvested Pro Rata Portion of the Earn-out Amount, even if the respective Milestones or any sub-parameters are met.