Severance and other Matters Related to Termination; Change of Control Sample Clauses
The "Severance and other Matters Related to Termination; Change of Control" clause defines the rights and obligations of the parties when an employee's employment ends, particularly in situations involving severance pay and changes in company ownership or control. Typically, this clause outlines the conditions under which severance benefits are provided, such as involuntary termination without cause or resignation for good reason, and may specify additional protections or payments if the company undergoes a merger or acquisition. Its core function is to provide financial security and clarity for the employee in the event of job loss or significant organizational changes, while also setting clear expectations for both parties regarding post-termination entitlements.
Severance and other Matters Related to Termination; Change of Control a. Termination by the Company without Cause or by You for Good Reason: Subject to Sections 10(b) and 10(f) below and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to Section 9(c) of this Letter Agreement, in addition to the Accrued Compensation (as defined below), the Company shall provide you with the severance payments and benefits specified below:
(i) the Company shall pay you an amount equal to your annualized Base Salary, at the rate then in effect and payable in equal installments in accordance with the Company’s standard payroll policy as then in effect, for a period of twelve (12) months commencing at the time set forth in Section 10(f) hereof (the “Severance Period”);
(ii) the Company shall pay you in one lump sum, on the date that annual bonuses are paid to active and similarly situated employees, a pro-rata annual bonus for the year in which your termination occurs in such amount, if any, as you would have received based on your actual performance during such calendar year, had you remained employed through the end of such calendar year, calculated by multiplying the full bonus amount (based on actual performance) for such year by a fraction, the numerator of which is the number of days you were employed during such year and the denominator of which is 365 (the “Lump Sum Pro-Rata Performance Bonus”); and
(iii) subject to your timely election to continue participation in the Company’s group health and dental plans under COBRA or Massachusetts law, and only for so long as you are eligible for such coverage through COBRA or Massachusetts law, the Company shall pay you, on a monthly and taxable basis, an amount equal to the full monthly premium cost of such participation until the conclusion of the Severance Period, or, if earlier, until the date you become eligible to enroll in such plans of any new employer.
b. Termination by the Company without Cause or by You for Good Reason in Connection with a Change of Control: Subject to Section 10(f) and Section 409A, in the event that your employment is terminated by the Company without Cause pursuant to Section 9(b) of this Letter Agreement or by you for Good Reason pursuant to 9(c) of this Letter Agreement, in either case within twelve (12) months following a Change of Control (as defined below), in addition to the Accrued Compensation (as defined below), in lieu of any paymen...
Severance and other Matters Related to Termination; Change of Control. (a) Termination by the Company without Cause or by Executive for Good Reason Prior to or More than Twelve Months Following a Change of Control. Subject to Sections 8(d), 8(e) and 9(b) below and Exhibit A attached hereto, in the event that Executive’s employment is terminated by the Company without Cause pursuant to Section 7(b) of this Agreement or by Executive for Good Reason pursuant to Section 7(c) of this Agreement, in either case prior to or more than twelve (12) months following a Change of Control, in addition to the Accrued Compensation (as defined below), and further provided that Executive has been employed by the Company for at least one year prior to the termination date, the Company shall provide Executive with the severance payments and benefits specified below:
(i) the Company shall continue to pay to Executive Executive’s Base Salary, at the rate then in effect and payable in approximately equal installments in accordance with the Company’s regular payroll practices as then in effect, for a period of nine (9) months commencing at the time set forth in Section 8(d) hereof; and ActiveUS 186907272
(ii) subject to Executive’s eligibility for and timely election to continue participation in the Company’s group health and dental plans under COBRA or similar applicable state law and to Executive’s copayment of premium amounts at the active employees’ rate, and only for so long as Executive is eligible for such coverage through COBRA or similar applicable state law, the Company shall continue to pay the employer portion of the premiums for the Company’s group health and dental program for Executive in order to allow Executive to continue to participate in the Company’s group health and dental program for nine (9) months following the date of Executive’s termination of employment, or, if earlier, until the date Executive becomes eligible to enroll in such plans of any new employer, unless the Company’s provision of such payments would violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply.