Qualifying Non-CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs more than three months prior to the entry into a definitive agreement resulting in, or more than 24 months following, a Change in Control (as defined in the Equity Incentive Plan) (a “Qualifying Non-CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing and not revoking a Release pursuant to Section 5(f), Executive shall be entitled to the following payments and benefits (the “Non-CIC Severance Benefits”): (i) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date; (ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date; (iii) a severance amount equal to one times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable over the 12-month period following the Termination Date; (iv) notwithstanding the terms of the applicable Award Agreement, a portion of Executive’s Equity Awards that would have vested during the 12-month period following the Termination Date shall immediately vest; provided that to the extent that the Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the Termination Date; provided further that (A) if the applicable Award Agreement provides for additional or more favorable vesting or other treatment, Executive shall be entitled to any such additional or more favorable vesting or other treatment and (B) if the applicable Award Agreement specifically provides that this provision of this Agreement does not apply, then the Equity Award will be governed by the Award Agreement; (v) the ability to exercise any outstanding and vested stock options through the earlier of (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such options; and (vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 times the Monthly COBRA Subsidy.
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Sources: Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.), Executive Employment Agreement (BTRS Holdings Inc.)
Qualifying Non-CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs more than three months at any time prior to the entry into a definitive agreement resulting in, or more than 24 months following, a Change in Control (as defined in the Equity Incentive Plan) (a “Qualifying Non-CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing Executive’s execution and not revoking non-revocation of a Release pursuant release of claims against the Company Group in accordance with Section (e), and subject to Executive’s compliance with Section 5(f)11, Executive shall be entitled to receive the following payments and benefits benefits:
(A) an amount in cash equal to the sum of (x) Executive’s then- current Base Salary and (y) Executive’s Target Bonus for the year of termination (the “Non-CIC Severance BenefitsCash Severance”):
(i) any Prior Year Bonus), payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date;
(ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date;
(iii) a severance amount substantially equal to one times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable installments over the 12-month period following the Termination Date, in accordance with the Company’s normal payroll practices;
(ivB) any earned but unpaid Annual Bonus for the year prior to the year of termination, paid at the time that annual bonuses for such year are paid to other employees, but no later than March 15 of the year following the Termination Date (the “Prior Year Bonus”);
(C) an amount in cash equal to Executive’s Target Bonus for the year of termination, pro-rated for the portion of such year Executive was employed with the Company prior to the Termination Date, which amount shall be paid in a lump sum at the time that annual bonuses for such year are paid to other employees, but no later than March 15 of the year following the Termination Date (the “Pro-Rata Target Bonus”);
(D) if Executive timely elects to continue coverage under the Company’s health and dental insurance plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to applicable taxes, payment or reimbursement of Executive (at the discretion of the Company) for the amount of any COBRA premiums under the Company’s medical and dental benefit plans that would be due, less the active employee premium for Executive’s elected level of coverage, until the earlier of (x) 12 months following the Termination Date or (y) the date Executive becomes eligible for group health coverage from another employer (the “COBRA Continuation”); and
(E) notwithstanding the terms of the applicable Award Agreementaward agreements, a portion of Executive’s equity awards outstanding under the Equity Awards Plan (each an “Equity Award”) that would have vested during the 12-month period following the Termination Date shall immediately vest; provided that to the extent that the Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the Termination Date); provided further that (Ax) if the applicable Award Agreement award agreement provides for additional or more favorable vesting or other treatment, Executive shall be entitled to any such additional or more favorable vesting or other treatment and treatment, (By) if the applicable Award Agreement award agreement specifically provides that this provision of this Agreement does not apply, then the Equity Award will be governed by the Award Agreement;
award agreement, and (vz) the ability in no event shall this Section 9(b)(i)(E) apply to exercise any outstanding and vested stock options through the earlier of equity award granted by Digital Currency Group, Inc. (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such options; and
(vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 times the Monthly COBRA Subsidy“DCG”).
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Qualifying Non-CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs more than three months at any time prior to the entry into a definitive agreement resulting in, or more than 24 months following, a Change in Control (as defined in the Equity Incentive Plan) (a “Qualifying Non-CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing Executive’s execution and not revoking non- revocation of a Release pursuant release of claims against the Company Group in accordance with Section (e), and subject to Executive’s compliance with Section 5(f)11, Executive shall be entitled to receive the following payments and benefits benefits:
(A) an amount in cash equal to the sum of (x) Executive’s then- current Base Salary and (y) Executive’s Target Bonus for the year of termination (the “Non-CIC Severance BenefitsCash Severance”):
(i) any Prior Year Bonus), payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date;
(ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date;
(iii) a severance amount substantially equal to one times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable installments over the 12-month period following the Termination Date, in accordance with the Company’s normal payroll practices;
(ivB) any earned but unpaid Annual Bonus for the year prior to the year of termination (which, if the effective date of termination is prior to the payment of the Guaranteed Bonus, shall be the Guaranteed Bonus), paid at the time that annual bonuses for such year are paid to other employees, but no later than March 15 of the year following the Termination Date (the “Prior Year Bonus”);
(C) an amount in cash equal to the Executive’s Target Bonus for the year of termination, pro-rated for the portion of such year Executive was employed with the Company prior to the Termination Date, which amount shall be paid in a lump sum at the time that annual bonuses for such year are paid to other employees, but no later than March 15 of the year following the Termination Date (the “Pro-Rata Target Bonus”);
(D) if Executive timely elects to continue coverage under the Company’s health and dental insurance plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to applicable taxes, payment or reimbursement of Executive (at the discretion of the Company) for the amount of any COBRA premiums under the Company’s medical and dental benefit plans that would be due, less the active employee premium for Executive’s elected level of coverage, until the earlier of (x) 12 months following the Termination Date or (y) the date Executive becomes eligible for group health coverage from another employer (the “COBRA Continuation”); and
(E) notwithstanding the terms of the applicable Award Agreementaward agreements, a portion of Executive’s equity awards outstanding under the Equity Awards Plan (each an “Equity Award”) that would have vested during the 12-month period following the Termination Date shall immediately vest; provided that to the extent that the Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the Termination Date); provided further that (Ax) if the applicable Award Agreement award agreement provides for additional or more favorable vesting or other treatment, Executive shall be entitled to any such additional or more favorable vesting or other treatment and treatment, (By) if the applicable Award Agreement award agreement specifically provides that this provision of this Agreement does not apply, then the Equity Award will be governed by the Award Agreement;
award agreement, and (vz) the ability in no event shall this Section 9(b)(i)(E) apply to exercise any outstanding and vested stock options through the earlier of equity award granted by Digital Currency Group, Inc. (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such options; and
(vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 times the Monthly COBRA Subsidy“DCG”).
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Qualifying Non-CIC Termination. If the Company terminates ExecutiveExecutive’s employment with the Company without Cause or Executive terminates Executive’s employment employment with the Company for Good Reason, and such termination occurs more than three months at any time prior to to the entry into a definitive agreement resulting in, or more than 24 months following, a Change Change in Control (as defined in the Equity Incentive Plan) (a “Qualifying Non-CIC Termination”), then Executive shall be entitled to the Accrued Accrued Benefits, and, subject to Executive signing Executive’s execution and not revoking non-revocation of a Release pursuant release of claims against the Company Group in accordance with Section 9(e), and subject to Executive’s compliance with Section 5(f)11, Executive shall be entitled to receive the following payments and benefits (the “Non-CIC Severance Benefits”):benefits:
(iA) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued an amount in employment through the payment date;
(ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date;
(iii) a severance amount cash equal to one times the sum of Executive’s (x) then-Executive’s then- current annual Base Salary plus and (y) then-current Executive’s Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since for the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunderyear of termination (the “Cash Severance”), which shall be payable in substantially equal installments over the 12-month period period following the Termination Date;, in accordance with the Company’s normal payroll practices;
(ivB) notwithstanding any earned but unpaid Annual Bonus for the year prior to the year of termination, paid at the time that annual bonuses for such year are paid to other employees, but no later than March 15 of the year following the Termination Date (the “Prior Year Bonus”);
(C) an amount in cash equal to Executive’s Target Bonus for the year of termination, pro-rated for the portion of such year Executive was employed with the Company prior to the Termination Date, which amount shall be paid in a lump sum at the time that annual bonuses for such year are paid to other employees, but no later than March 15 of the year following the Termination Date (the “Pro-Rata Target Bonus”);
(D) if Executive timely elects to continue coverage under the Company’s health and dental insurance plans under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), and subject to applicable taxes, payment or reimbursement of Executive (at the discretion of the Company) for the amount of any COBRA premiums under the Company’s medical and dental benefit plans that would be due, less the active employee premium for Executive’s elected level of coverage, until the earlier of (x) 12 months following the Termination Date or (y) the date Executive becomes eligible for group health coverage from another employer (the “COBRA Continuation”); and
(E) notwithstanding the terms of the applicable Award Agreementaward agreements, a portion of Executive’s equity awards outstanding under the Equity Awards Plan (each an “Equity Award”) that would have vested during the 12-month period following the the Termination Date shall immediately vest; provided that to the extent that the Equity Award Award is subject to performance criteria or conditions, performance shall be deemed to have have been met (x) based on actual performance (as determined after the end of the performance performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the Termination Date); provided further that (Ax) if the applicable Award Agreement award agreement provides for for additional or more favorable vesting or other treatment, Executive shall be entitled to any any such additional or more favorable vesting or other treatment and treatment, (By) if the applicable Award Agreement award agreement specifically provides that this provision of this Agreement does not applyapply, then the Equity Award will be governed by the Award Agreement;
award agreement, and (vz) the ability in no event shall this Section 9(b)(i)(E) apply to exercise any outstanding and vested stock options through the earlier of equity award granted by Digital Currency Group, Inc. (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such options; and
(vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 times the Monthly COBRA Subsidy.“DCG”).
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