Retention Benefits. Subject to Sections 4 and 8, below, as an inducement for you to continue your employment with the Company during the Retention Period; in exchange for your signing this Agreement and not revoking your acceptance of this Agreement; your compliance with your obligations under this Agreement (including Section 2, above); and your signing (no earlier than the Effective Date) and not revoking the Supplemental Release, a copy of which is attached as Exhibit A to this Agreement (the "Supplemental Release"), the Company will provide you with the following benefits: (a) Continuation of your base salary at an annualized rate of $350,000 (but not your employment) for a period of six (6) months after the Effective Date, which base salary shall be paid to you in accordance with the Company’s normal payroll practices, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment; (b) Reimbursement of your COBRA premiums for the health coverage you were covered under the Company’s plans immediately prior to the Effective Date for the six (6) month period after the Effective Date, which amounts shall be paid to you on the first Company payroll date of each month that immediately follows the date on which such monthly premium is due, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment; (c) An additional lump sum payment to you of $262,500, payable within 60 days of the Effective Date. (d) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and restricted stock units ("RSUs") awarded to you on June 1, 2016, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date. (e) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and RSUs awarded to you on March 15, 2017, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date. Except for your salary through the Effective Date, any accrued but unused vacation through the Effective Date, reimbursement of expenses you incur prior to the Effective Date, and your entitlement to benefits under any Company benefit, stock, equity, and long-term incentive plan which are vested, and any other payments or benefits required to be paid or provided by law, you agree that you will not be entitled to any additional compensation from the Company, including any salary, bonus or incentive compensation, leave, severance or separation pay, or other remuneration or benefits of any kind, other than as set forth in this Agreement or in a subsequent written agreement between you and the Company. You agree that if you violate any of your obligations under this Agreement, you will no longer be entitled to receive any benefits under Sections 3(a) through (e), above.
Appears in 1 contract
Sources: Resignation Agreement (Etsy Inc)
Retention Benefits. Subject to Sections 4 and 8, below, as an inducement for you to continue your employment with the Company during the Retention Period; in exchange for your signing this Agreement and not revoking your acceptance of this Agreement; (x) your compliance with your legal and contractual obligations under this Agreement (including Section 2to the Company, above); Syros and your signing (no earlier than the Effective Date) and not revoking the Supplemental Release, a copy of which is attached as Exhibit A to this Agreement their affiliates (the "Supplemental Release"“Company Group”) during the Cooperation Period, including your compliance with all relevant Company Group policies, the restrictive covenants and other obligations set forth in your [DATE] employment letter agreement (your “[Date] Employment Agreement”), and this Cooperation Agreement, (y) your remaining employed by the Company Group on the Trigger Date (as defined below), and (z) the completion of the Merger, the Company Group will provide the following pay and benefits to you:
a. Any severance pay or severance benefits payable to you pursuant to your [Date] Employment Agreement as a result of any separation from service occurring within 12 months of the closing date of the Merger (including base salary continuation, target bonus payout (if applicable), and the estimated cash value of any COBRA subsidy (if applicable) plus the additional federal, state, and local income tax withholding that will result from the payment of such COBRA subsidy) shall, to the maximum extent permitted by Internal Revenue Code Section 409A (as determined by the Company in its sole discretion), be paid in lump sum within 15 days after the seven-day revocation period described in your [Date] Employment Agreement has expired, provided that you otherwise satisfy the eligibility requirements for severance pay or severance benefits under the terms of your [Date] Employment Agreement.
b. The exercise period for each Company stock option granted prior to April 1, 2022 with an exercise price of less than $2.00 per share that you hold as of immediately following the closing of the Merger shall be automatically extended until the second anniversary of your Termination Date (as defined in the Company’s 2015 Equity Incentive Plan) or, if earlier, until the earliest of (i) the second anniversary of the Closing Date, (ii) the original expiration date of such option, (iii) your termination for Cause; and (iv) any earlier termination or cashing out of options at Syros generally applicable to its option holders (as might occur in a change in control of Syros) (the “Option Exercise Extension” and, together with the following benefits:
severance acceleration described in (a) Continuation above, the “Retention Benefits.”) For sake of your base salary at an annualized rate of $350,000 (but clarity, the Option Exercise Extension shall not your employment) for a period of six (6) months after the Effective Date, which base salary shall be paid to you in accordance with the Company’s normal payroll practices, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment;
(b) Reimbursement of your COBRA premiums for the health coverage you were covered under the Company’s plans immediately prior apply to the Effective Date for the six (6) month period after the Effective DateCompany stock option granted on April 22, which amounts shall be paid to you on the first Company payroll date of each month that immediately follows the date on which such monthly premium is due, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment;
(c) An additional lump sum payment to you of $262,500, payable within 60 days of the Effective Date2022.
(d) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and restricted stock units ("RSUs") awarded to you on June 1, 2016, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date.
(e) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and RSUs awarded to you on March 15, 2017, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date. Except for your salary through the Effective Date, any accrued but unused vacation through the Effective Date, reimbursement of expenses you incur prior to the Effective Date, and your entitlement to benefits under any Company benefit, stock, equity, and long-term incentive plan which are vested, and any other payments or benefits required to be paid or provided by law, you agree that you will not be entitled to any additional compensation from the Company, including any salary, bonus or incentive compensation, leave, severance or separation pay, or other remuneration or benefits of any kind, other than as set forth in this Agreement or in a subsequent written agreement between you and the Company. You agree that if you violate any of your obligations under this Agreement, you will no longer be entitled to receive any benefits under Sections 3(a) through (e), above.
Appears in 1 contract
Retention Benefits. Subject to Sections 4 and 8, below, as an inducement for you to continue your employment with the Company during the Retention Period; in exchange for your signing this Agreement and not revoking your acceptance of this Agreement; your compliance with your obligations under this Agreement (including Section 2, above); and your signing (no earlier than the Effective Date) and not revoking the Supplemental Release, a copy of which is attached as Exhibit A to this Agreement (the "“Supplemental Release"”), the Company will provide you with the following benefits:
(a) Continuation of your base salary at an annualized rate of $350,000 340,000 (but not your employment) for a period of six (6) months after the Effective Date, which base salary shall be paid to you in accordance with the Company’s normal payroll practices, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment;
(b) Reimbursement of your COBRA premiums for the health coverage you and your spouse and eligible dependents were covered under the Company’s plans ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ • Brooklyn, NY 11201 immediately prior to the Effective Date for the six (6) month period after the Effective DateDate or until such time as you are eligible for health coverage through another employer, whichever comes first, which amounts shall be paid to you on the first Company payroll date of each month that immediately follows the date on which such monthly premium is due, commencing within thirty (30) days following the Effective Date, provided that the initial payment will include a catch-up payment to cover the period between the Effective Date and the date of such first payment;
(c) An additional Payment of your annual cash incentive bonus for fiscal year 2016 as follows: (i) payment of 100% of the individual performance portion, and (ii) payment of the Company performance portion, as approved by the Compensation Committee of the Board, at the same percentage that is applicable to all other participants in the Etsy, Inc. Management Cash Incentive Plan (the “Bonus Plan”), which amount will be paid to you in a lump sum at the same time that existing employees receive payment of their bonus under the Bonus Plan, which may be prior to the Effective Date.
(d) A one-time retention bonus payable upon the Effective Date in the amount of $63,750, which retention bonus will be paid to you in a single lump sum cash payment within thirty (30) days following the Effective Date.
(e) Full (i.e., 100%) acceleration, on the Effective Date, of $262,500the stock options awarded to you on February 4, payable within 60 days 2013, such that all such options will be fully vested and exercisable on and as of the Effective Date.
(df) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options awarded to you on January 30, 2015, such that all such options will be fully vested and exercisable on and as of the Effective Date.
(g) Full (i.e., 100%) acceleration, on the Effective Date, of the stock options and restricted stock units ("“RSUs"”) awarded to you on June March 1, 2016, such that all such options will be fully vested and exercisable, and all RSUs will be fully vested, on and as of the Effective Date.
(eh) Full An extension of the period following the Effective Date for you to exercise your vested options, so that they will remain exercisable until December 31, 2017. If no trading windows in which you are pre-cleared to trade (i.e., 100%if necessary) acceleration, on are opened within one hundred eighty (180) days following the Effective Date, of the stock options and RSUs awarded to you on March 15, 2017, such that all such options will be fully vested and exercisablereleased from any trading restrictions imposed under the ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ Policy, and provided that you must at all RSUs times refrain from trading if you are in possession of material non-public information. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ • Brooklyn, NY 11201 In addition, the Company will be fully vested, on and as of the Effective Datereimburse up to $15,000 in legal fees that you incur in connection with this Agreement. Except for your salary through the Effective Date, which has not been paid to you prior to the Effective Date, any accrued but unused vacation through the Effective Datevacation, reimbursement of expenses you incur prior to the Effective Date, which are not reimbursed to you by the Effective Date, and your entitlement to benefits under any Company benefit, stock, equity, and long-term incentive plan which are vested, and any other payments or benefits required to be paid or provided by lawlaw or Company policy, you agree that you will not be entitled to any additional compensation from the Company, including any salary, bonus or incentive compensation, leave, severance or separation pay, or other remuneration or benefits of any kind, other than as set forth in this Agreement or in a subsequent written agreement between you and the Company. You agree that if you violate any of your obligations under this Agreement, you will no longer be entitled to receive any benefits under Sections 3(a) through (eh), above.
Appears in 1 contract
Sources: Resignation Agreement (Etsy Inc)