Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then: (i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination; (ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice; (iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and (iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination. (b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then: (i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination; (ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and (iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof. (c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 3 contracts
Sources: Employment Agreement (Kronos Bio, Inc.), Employment Agreement (Kronos Bio, Inc.), Employment Agreement (Kronos Bio, Inc.)
Severance. (a) In the event that at any time your employment is terminated by of an Involuntary Termination, and provided you comply with all the Company without Cause (as defined in conditions specified below, you will receive the Plan), or by you for Good Reason (as defined below), thenfollowing severance benefits from the Company:
(i) the The Company shall will pay you cash severance equal to twelve (12) months of your accrued but unpaid Base Salary through the Salary, in equal installments, less applicable payroll deductions and required withholdings, over a period of twelve (12) months following your date of termination, at on the rate in effect at Company’s regularly scheduled payroll dates, commencing with the time of termination, accrued but unused vacation, first such date that occurs on or after the Release (defined below) becomes effective and reimburse you for any unreimbursed business expenses incurred prior to the date of terminationirrevocable;
(ii) You will receive a pro-rated amount of your Annual Bonus based on the Company shall continue number of days you are employed during the calendar year in which your termination occurs, to pay your Base Salary at the rate be paid in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependentslump-sum, less the amount payable by an active employee for such coverageapplicable payroll deductions and required withholdings, for a period of 180 within thirty (30) days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
Release (bdefined below) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, becomes effective and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12irrevocable; and
(iii) If you timely elect to continue your health insurance coverage under the vesting applicable to all Equity Awards shall cease immediately and Consolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company will reimburse you shall have for the full amount of the monthly premium for such coverage from the first date you lose health coverage as an employee of the Company until the earliest of (i) the date the Company has paid your premiums for COBRA coverage for a period total of 90 days to exercise any and all vested Equity Awardstwelve (12) months, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after (ii) the expiration of your continuation coverage eligibility under COBRA, or (iii) the date when you become eligible to receive substantially equivalent health insurance coverage from another employer. Any COBRA reimbursements will be treated as taxable income to you.
(b) Your receipt of any of the above severance benefits from the Company is subject to and conditioned on you: (i) signing and not revoking a comprehensive release of claims against the Company and any of its maximum term pursuant affiliates or related parties or persons, in a form acceptable to the terms thereofCompany (the “Release”); (ii) promptly returning all Company information and property in your possession, as provided in the ECIIA; (iii) immediately and irrevocably resigning as a member of the Board and any other corporate offices then held with the Company or any of its affiliates; and (iv) continuing to fully comply with, and not violating, any provisions of the Release and your ECIIA. In no event will any severance benefits be paid or provided to you until the Release becomes effective and irrevocable. If you at any time breach any of the above conditions, or any continuing obligations to the Company imposed by law or contract, all remaining severance payments and benefits will immediately cease and you will be responsible for promptly repaying the Company for any severance payments or benefits previously provided to you.
(c) For purposes of You will not be entitled to any other payments or severance benefits, except as provided in this Agreement: “Good Reason” shall mean (A) , in the event of any material diminution by the Company Involuntary Termination or other termination of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by employment with the Company of any kind.
(d) As used herein, the following definitions shall apply for all clauses of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.contract and related exhibits:
Appears in 3 contracts
Sources: Employment Agreement (Movano Inc.), Employment Agreement (Movano Inc.), Employment Agreement (Movano Inc.)
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by you for Good Reason or by the Company for without Cause, or by you other than for Good Reason, then:
will receive severance (i) of twelve (12) months of your then-current base salary (such twelve-month period, the Company shall pay “Severance Period”), (ii) any bonus earned for the year prior to the year of termination that has not yet been paid, (iii) an amount equal to 100% of your accrued but unpaid Base Salary through target bonus for the date year of terminationtermination payable in a lump sum on the Payment Date, at (iv) a pro-rated portion of any bonus attributable to the rate in effect year of termination payable at the time that active employees receive their bonus payments for that year but in any event by March 15 of the year following the year of your termination, accrued based on the Company’s performance against previously established Company (but unused vacation, not individual) milestones and reimburse (iv) COBRA continuation medical benefits for the Severance Period on the same terms as were applicable to you for any unreimbursed business expenses incurred prior to your termination. All payments (other than the date pro-rated portion of termination;
any bonus and the COBRA continuation) will be made in a lump sum on the Payment Date (iias defined below). The payments and benefits provided for in this Section 7(a) shall be subject to Exhibit A. Termination of your employment for Cause will result in no severance pay, but you shall not will be entitled to receive any additional payments and Continued Benefits described in this Section 12; andthe Accrued Amounts (as defined below).
(iiib) As a condition precedent to the vesting receipt of any severance payments pursuant to this letter agreement, you will be required to execute a separation agreement and general release of claims in favor of the Company, substantially in the form attached hereto as Exhibit B, and any revocation period applicable to all Equity Awards shall cease immediately and such release must expire, within sixty (60) days following your date of termination (the you shall have a date on which the revocation period expires, the “Payment Date”). Notwithstanding the foregoing, if the 60th day following your date of 90 days to exercise any and all vested Equity Awardstermination occurs in the calendar year following the year in which your termination occurs, after which time all Equity Awards shall expire; provided, however, that no such Equity Award then the Payment Date shall be exercisable after no earlier than January 1 of the expiration of its maximum term pursuant to calendar year following the terms thereofyear in which your termination occurs.
(c) For purposes of this Agreement: letter agreement, “Good ReasonCause” shall mean mean: (Ai) indictment or conviction of, any material diminution by felony or any other crime involving dishonesty; (ii) participation in any fraud, deliberate and substantial misconduct, breach of duty of loyalty or breach of fiduciary duty, in each case, against the Company of your title Company; (including your ceasing to have the title of President iii) intentional and CEO), duties, authority or Base Salary (including without limitation any requirement that you report substantial damage to any person(s) other than the Board property of the Company); (Biv) serious willful misconduct by you that in the good faith and reasonable judgment of the Board demonstrates gross unfitness to serve as the Company’s Chief Executive Officer, Chairman of the Company or a member of the Board; (v) your willful and repeated failure or refusal to attempt to perform your duties to the Company which is not cured within twenty (20) days after the giving of written notice to you of such failure or refusal; (vi) your failure to secure and maintain work visas or other documentation sufficient to allow your service to the Company in the United States in the manner contemplated herein; or (vii) your material breach by of this letter agreement or any other agreement between you and the Company Company, including the Non-Competition, Non-Solicitation, Confidentiality and Assignment of any of the provisions contained Inventions Agreement (as defined below) to which you are a party, in this Agreementeither case, which, which breach (if capable of being cured, is not cured by the Company within 30 cure) remains uncured for a period of twenty (20) days after written notice thereof by to you to from the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 3 contracts
Sources: Employment Agreement (Kala Pharmaceuticals, Inc.), Employment Agreement (Kala Pharmaceuticals, Inc.), Employment Agreement (Kala Pharmaceuticals, Inc.)
Severance. (a) In the event that at any time your employment a. If Executive’s Company Employment is involuntarily terminated by the Company without Cause (as defined in the Plan)Cause, or by you if Executive resigns for Good Reason (as defined below)Reason, thenExecutive shall be entitled to the following:
(i) the Company shall pay your accrued but unpaid Base i. Salary through the date Continuation.
ii. Continuation of terminationhealth, dental and vision coverage at the applicable active employee rate in effect at until the time end of terminationthe pay period that includes the last day of the Salary Continuation Period, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred on the same terms as they were provided immediately prior to the date Date of termination;
(ii) Termination, subject to the Company shall Company’s ability to continue to pay your Base make these payments without incurring discrimination penalties under the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, and all applicable regulations and guidance thereunder. Any such coverage provided during the Salary at Continuation Period shall not run concurrently with the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a applicable continuation period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
provisions of the Consolidated Omnibus Budget Reconciliation Act (iii) “COBRA”). If Executive becomes eligible to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageparticipate in another medical or dental benefit plan or arrangement through another employer or spousal plan during such period, the Company shall no longer pay directly for continuation coverage benefits and Executive shall be required to pay the full COBRA premium. Executive is required to notify the Company within thirty (30) days of obtaining other medical or dental benefits coverage. Any coverage provided under this Section 3(a)(ii) shall be subject to such amendments (including termination) of the coverage as the Company shall make from time to time at its sole discretion, including but not limited to changes in covered expenses, employee contributions for premiums, and co-payment obligations, and shall be, to the insurance provider fullest extent permitted by law, secondary to any other coverage Executive may obtain from subsequent employment or any other source.
iii. Reasonable outplacement services, mutually agreed upon by the premium for COBRA continuation coverage for Company and Executive from those vendors used by Company as of the you and the your dependents, less the amount payable by an active employee for such coverageDate of Termination, for a period of 180 days up to six (6) months or until he obtains new employmentsubsequent employment is obtained, whichever comes first (occurs first.
iv. Notwithstanding any limitation on the payment of benefits upon termination of employment that may be provided for under its vacation pay policy, Company shall provide Executive a lump sum payment, promptly after the expiration of the revocation period set forth in Appendix B, of the unused vacation pay benefits which Executive had been granted prior to the Date of Termination to the maximum extent permitted pursuant to Section 409A of the Code. Executive shall not be entitled to continuation of compensation or benefits if Executive’s employment terminates for any other reason, including due to death or Disability, except as may be provided under any other agreement or benefit plan applicable to Executive at the time of the termination of Executive’s employment. Executive shall also not be entitled to Salary Continuation or any of the other benefits above if Executive does not meet all of the other requirements under, or otherwise violates the terms of, this Agreement, including the requirements under Section 8. Except as provided in this Section 12(a)(iii3, all other compensation and benefits shall terminate as of the Date of Termination.
b. Subject to subsection (c)) , Company shall pay Executive Salary Continuation in substantially equal installments on each regular salary payroll date for the Salary Continuation Period, except as otherwise provided in this Agreement. Salary Continuation payments shall be referred subject to as the “Continued Benefits”)withholdings for federal and state income taxes, FICA, Medicare and other legally required or authorized deductions. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation obligations of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option pay Salary Continuation shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of postreduced on a dollar-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
for-dollar basis (bbut not below zero) In the event that your employment is terminated by the Company for Causeamount, if any, of fees, salary or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have wages that Executive earns from a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title subsequent employer (including your ceasing to have those arising from self-employment) during the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by Continuation Period. Executive shall promptly notify the Company of any subsequent employment or self-employment and the amount of any such fees, salary, wages or any other form of compensation earned. Any such fees, salary, wages or compensation shall reduce the Salary Continuation payments in reverse chronological order, beginning with the Salary Continuation payment that would be the final Salary Continuation payment in the absence of such reduction. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement to mitigate Salary Continuation. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with Section 8) by the deadline specified therein, or revokes such General Release and Waiver, Salary Continuation payments shall terminate and forever lapse, and Executive shall be required immediately to reimburse the Company for any portion of the provisions contained Salary Continuation paid during the Salary Continuation Period. To the extent such Salary Continuation was paid in a calendar year prior to the calendar year in which such reimbursement is received by the Company, the reimbursement shall be in the gross amount of such Salary Continuation on a pre-tax-withholding basis. To the extent such Salary Continuation was paid in the same calendar year as the reimbursement is received by the Company, the reimbursement shall be in the net amount of such Salary Continuation on an after-tax-withholding basis. In the event such reimbursement is required with respect to Salary Continuation payments that are reported on a Form W-2 for Executive, Executive shall be solely responsible for claiming any related tax deduction, and the Company shall not be required to issue a corrected Form W-2.
c. Notwithstanding anything in this Agreement, whichSection 3 to the contrary, if capable the Salary Continuation payable to Executive during the first six (6) months after Executive’s Separation from Service would exceed the Section 409A Threshold and if, as of being curedthe date of the Separation from Service, Executive is not cured by a Specified Employee, then payment shall be made to Executive on each regular salary payroll date during the Company within 30 days six (6) months of the Salary Continuation Period until the aggregate amount received equals the Section 409A Threshold. Any portion of the Salary Continuation in excess of the Section 409A Threshold that would otherwise be paid during such six (6) months, and any portion of the Salary Continuation that is otherwise subject to Section 409A, shall instead be paid to Executive in a lump sum payment on the date that is six (6) months and one (1) day after written notice thereof by you to the Company; or (C) relocation date of your principal place of employment more than 50 miles without your consentExecutive’s Separation from Service.
Appears in 3 contracts
Sources: Executive Severance Agreement (Lands' End, Inc.), Executive Severance Agreement (Lands' End, Inc.), Executive Severance Agreement (Lands' End, Inc.)
Severance. (a) In the event that at any time of your termination of employment is terminated from the Company by reason of your death, Disability, voluntary resignation without Good Reason or by the Company without Cause (as defined in the Plan)for Cause, or by you for Good Reason (as defined below), then:
will be entitled to receive (i) the Company shall pay your accrued but any unpaid Base Salary through the date of termination, at (ii) except in the rate in effect at case of your termination by the time Company for Cause, any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, accrued but unused vacation, and reimburse payable at the same time as it would have been paid provided you had not undergone a termination of employment; (iii) reimbursement in accordance with applicable Company policy for any unreimbursed business expenses incurred prior to through the date of termination;
; (iiiv) the Company shall continue to pay your Base Salary at the rate in effect at the any accrued but unused vacation time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
Company policy and (iiiv) all other payments, benefits or fringe benefits (excluding any severance or termination benefits) to the extent permitted by applicable healthcare laws and provided that which you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 9(a)(i) through 9(a)(v) hereof shall be hereafter referred to as the “Continued Accrued Benefits”). Notwithstanding the foregoingIn addition, in the event that applicable healthcare laws do not permit continuation of coverage, then your termination of employment from the Company shall reimburse by reason of your death or Disability, you for will also be entitled to receive a pro rata Annual Bonus (based on the costs number of obtaining coverage days of employment in an amount not to exceed the coverage amounts calendar year in which such termination occurs) based on actual Company performance through the applicable performance period, payable the same time as the Annual Bonus would otherwise have been paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that provided there had been no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to employment during such equity award before 90 days following such terminationcalendar year (a “Pro Rata Bonus”).
(b) In the event that of your termination of employment is terminated from the Company by you for Good Reason or by the Company for Causewithout Cause (each, or by a “Qualifying Termination”) during the two (2)-year period following the Closing, you other than for Good Reason, then:
will be entitled to receive (i) the Company shall pay Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your accrued but unpaid Base Salary through base salary, at the rate then in effect on your date of termination, plus (y) your Target Bonus, payable in equal installments over the twelve-month period following your termination of employment in accordance with the Company’s payroll practices in effect on the date of your termination of employment, and (iii) a Pro Rata Bonus. Thereafter, in the event of your Qualifying Termination, you will receive severance benefits from the Company in accordance with the severance practices of the Company, but, in any event, a total amount no less than (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect at the time on your date of termination, accrued but unused vacation, plus (y) your Target Bonus and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofPro Rata Bonus.
(c) For purposes Payment of all amounts described in this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) Section 9 other than the Board Accrued Benefits (the “Severance Payments”) shall only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company); Company in substantially the form of Exhibit B attached hereto. Such release shall be executed and delivered (B) a material breach by the Company of any of the provisions contained in this Agreement, whichand no longer subject to revocation, if capable of being cured, is not cured by the Company applicable) within 30 sixty (60) days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentfollowing termination.
Appears in 3 contracts
Sources: Employment Agreement, Employment Agreement (Styron Canada ULC), Employment Agreement (Trinseo S.A.)
Severance. In the event Employee's employment is "Terminated without Cause" by Employer prior to Employee's normal retirement date, Employee shall be entitled to receive as severance payment, and Employer shall pay to Employee severance payments in an amount equal to twelve (12) months' worth of the greater of (a) In the event that at any time your employment is terminated by the Company without Cause salary payment Employee received immediately prior to such termination or (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i0) the Company shall pay your accrued but unpaid Base Salary through amount of salary payment Employee is receiving at the date of this Agreement, payable at the same intervals as Employee's salary had been paid. Such severance payments shall be made for a period of twelve (12) full calendar months following such termination, together with a pro rata amount for any partial calendar month following such termination, and shall be subject to mitigation. In addition, Employer shall provide to Employee during the period when severance payments are paid either (a) all the fringe benefits maintained by Employer which were available to Employee on the date of termination or, if different, (0) all of the fringe benefits available to Employee at the rate date of this Agreement as described on Schedule A attached hereto; Employee may elect between options (a) and (0) at the time of Employee's termination. Such benefits will be provided on the terms and conditions in effect as of the date either of termination or this Agreement as chosen by Employee. The amount of Employee's salary as of the date of this Agreement is also set forth on Schedule A. The aforesaid severance payments and maintenance of fringe benefits shall be in addition to and not in lieu of the base salary, bonus compensation, accumulated vacation pay and other employee benefits payable to Employee at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred on account of service prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such Employee's termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 3 contracts
Sources: Severance and Bonus Program Management Incentive Agreement (Camelot Music Holdings Inc), Severance and Bonus Program Management Incentive Agreement (Camelot Music Holdings Inc), Severance and Bonus Program Management Incentive Agreement (Camelot Music Holdings Inc)
Severance. (ai) In the event that at any time your employment is terminated by the Company without Cause (If Executive meets eligibility requirements set forth in this Agreement, Executive shall be paid or provided Severance as defined in the Plan), or by you for Good Reason (as defined below), thenfollows:
(i1) the Company shall pay your accrued but unpaid continued payment of Executive’s Base Salary through the date of termination, (at the rate in effect at the time end of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance Executive’s employment with the Company’s ordinary payroll practice;
) for six (iii6) to months, or if such Qualifying Termination occurs during the extent permitted by applicable healthcare laws and provided that you make Change in Control Protection Period (defined below) (such a timely election to continue coverageQualifying Termination during the Change in Control Protection Period, the Company shall pay directly to the insurance provider the premium a “Transaction Qualifying Termination”), then for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first twelve (12) months (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued BenefitsSeverance Pay”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option (i) amounts shall be exercisable accrue with accrued amounts paid on the first regularly scheduled payroll date after the expiration of its maximum term. In order to give effect Release becomes irrevocably effective; and (ii) notwithstanding clause (i) to the foregoing provisioncontrary, notwithstanding anything if the Release Period spans two calendar years amounts will accrue until the later of (and then be paid on) (x) the first regularly scheduled payroll date in the second calendar year, and (y) the first regularly scheduled payroll date after the Release becomes irrevocably effective;
(2) if the Qualifying Termination is a Transaction Qualifying Termination, then Executive’s pro-rated Targeted Annual Management Bonus assuming achievement of 100% of Target, paid when Targeted Annual Management Bonuses are paid to other officers for the contrary set forth fiscal year in any agreement governing an equity award regarding immediate forfeiture which the Transaction Qualifying Termination occurs, but in no event prior to January 1 of unvested shares upon termination the calendar year after the calendar year in which the Transaction Qualifying Termination occurs or prior to December of service the calendar year after the calendar year in which the Transaction Qualifying Termination occurs;
(3) subject to Executive electing to continue medical benefits for Executive and his or her eligible dependents under applicable law (i.e., COBRA benefits), reimbursement for the premiums Executive pays to continue such benefits for the duration of post-termination the Severance Pay or, if earlier, for the duration of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expireExecutive’s COBRA coverage; provided, however, if such reimbursement would result in fines or penalties to the Company (as reasonably determined by the Board), then no amounts will be paid or reimbursed under this clause (3); and
(4) notwithstanding the terms and conditions of the applicable equity plan and the applicable equity plan award agreement, and subject to applicable law, (A) with respect to any issued and outstanding option awards that no were issued to Executive prior to the date hereof, in the event of Qualifying Termination, then any such Equity Award option awards that vest subject solely to continued service will vest as to all of the covered shares of Company common stock, (B) with respect to any other equity awards (other than the options in the foregoing clause (A) that vest as to all of the covered shares), (I) in the event of Qualifying Termination (other than Transaction Qualifying Termination), then the Executive’s issued and outstanding option awards and restricted stock unit awards or any other equity awards that, in each case, vest subject solely to continued service, will vest with respect to the covered shares (or units) otherwise scheduled to vest in the subsequent twelve (12) months following the date of the Qualifying Termination, and (II) if the Qualifying Termination is a Transaction Qualifying Termination, then the Executive’s issued and outstanding option awards and restricted stock unit awards and any other equity awards that, in each case, vest subject solely to continued service, will vest as to all of the covered shares of Company common stock. The Executive’s stock option and restricted stock unit and any other equity awards shall be exercisable after the expiration of its maximum term pursuant otherwise remain subject to the terms thereofand condition as reflected in the applicable award agreement.
(cii) For purposes The Severance specified in the foregoing clause (i) shall be in lieu of this Agreement: “Good Reason” shall mean (A) and replace Executive’s right to severance under any material diminution by the other Company of your title (including your ceasing to have the title of President and CEO)agreement, dutiesplan, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentprogram.
Appears in 3 contracts
Sources: Employment Agreement (AvidXchange Holdings, Inc.), Employment Agreement (AvidXchange Holdings, Inc.), Employment Agreement (AvidXchange Holdings, Inc.)
Severance. (a) In Your employment with the event Company is not for a guaranteed or definite period of time. Rather, the employment relationship is “at will.” This means that you may terminate your employment with the Company at any time and for any reason whatsoever simply by notifying the Company. Likewise, the Company may terminate your employment is terminated by at any time and for any reason whatsoever, with or without Cause or advance notice. Should the Company terminate your employment at any time without Cause Cause, or if you terminate your employment due to a “constructive termination,” then, in either case, subject to your execution of a release of claims in form satisfactory to the Company (as defined in including your satisfaction of all requirements to make the Planrelease effective), you will be entitled to (i) a lump sum payment equivalent to 12 months base salary, and (ii) 12 months vesting acceleration with respect to any Stock Awards. Any payment of the amount set forth in (i) above will be made 60 days following your termination of employment. You may voluntarily terminate your employment within 90 days following a “constructive termination,” which will occur if either (i) your title or by your annual salary and bonus potential are materially reduced or (ii) the headquarters of the Company is moved more than 50 miles from its present location; provided in either case that you for Good Reason (as defined below)give notice of such constructive termination within 30 days of the occurrence of such event and afford the Company 30 days in which to remedy the constructive termination. Notwithstanding anything else provided herein, then:
to the extent any payments provided under this Agreement in connection with your termination of employment constitute deferred compensation subject to Section 409A and you are deemed at the time of such termination of employment to be a “specified” employee under Section 409A, then such payment shall not be made or commence until the earlier of (i) the expiration of the 6-month period measured from your “separation from service” from the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate (as such term is defined in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
Treasury Regulations under Section 409A) or (ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days death following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) separation from service. For purposes of this Agreement: “Good Reason” , a termination of employment shall mean (Aa “separation from service” within the meaning of Section 409A and Section 1.409A-1(h) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.Treasury Regulations promulgated under Section 409A.
Appears in 3 contracts
Sources: Executive Change of Control & Severance Agreement, Employment Agreement (Dexcom Inc), Executive Change of Control & Severance Agreement (Dexcom Inc)
Severance. (a) In During the event that at continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Collateral under the Pledge Agreement in any time your employment is terminated manner and for any amounts secured by the Company without Cause (Pledge Agreement then due and payable as defined determined by Lender in its sole discretion, including the Plan), or by you for Good Reason (as defined below), then:
following circumstances: (i) in the Company shall pay your accrued but unpaid Base Salary through event Borrower defaults beyond any applicable grace period in the date payment of terminationone or more scheduled payments of principal and interest, at Lender may foreclose the rate in effect at Collateral under the time of terminationPledge Agreement to recover such delinquent payments, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
or (ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation Lender elects to accelerate less than the entire Outstanding Principal Balance, Lender may foreclose the Collateral under the Pledge Agreement to recover so much of coveragethe principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral under the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, then the Company Collateral shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior remain subject to the date Pledge Agreement to secure payment of termination; andthe sums secured by the Collateral under the Pledge Agreement and not previously recovered.
(ivb) (A) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledge agreements and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower and Leasehold Pledgor shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all unvested Restricted Stockin form and substance reasonably satisfactory to Lender. Borrower and Leasehold Pledgor each hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, Optionscoupled with an interest, Option Shares in its name and any other Company equity compensation awards (collectivelystead to make and execute all documents necessary or desirable to effect the aforesaid severance, “Equity Awards”) you then hold Borrower and Leasehold Pledgor each ratifying all that its said attorney shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expiredo by virtue thereof; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you Lender shall not be entitled make or execute any such documents under such power until three (3) days after notice has been given to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period Borrower by Lender of 90 days Lender’s intent to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no its rights under such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofpower.
(c) For purposes Any amounts recovered from the Collateral or any other collateral for the Loan after an Event of this Agreement: “Good Reason” shall mean (A) Default may be applied by Lender toward the payment of any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board interest and/or principal of the Company); (B) a material breach by Loan and/or any other amounts due under the Company of any of the provisions contained Loan Documents, in this Agreementsuch order, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentpriority and proportions as Lender in its sole discretion shall determine.
Appears in 3 contracts
Sources: Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.), Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.), Mezzanine Loan Agreement (Hospitality Investors Trust, Inc.)
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Disqualifying Conduct (as defined below) and not as a result of your death or disability) or you resign for Good ReasonReason (as defined below) the Company shall, then:
for 9 (nine) months following the date your employment terminates, (i) the Company shall continue to pay you your accrued but unpaid Base Salary through base salary as in effect on the date of terminationtermination or, at to the rate extent such base salary was reduced giving rise to Good Reason hereunder, as in effect at the time of termination, accrued but unused vacationimmediately prior to such reduction in accordance with its standard payroll procedures, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) provided that you timely elect to continue coverage in the Company’s group health plans in accordance with COBRA or applicable state law, pay a portion of the COBRA or applicable state law premium contributions on your behalf equal to the excess of the cost of such premiums for you, your spouse and dependents (if applicable) over the amount that you would have paid for such coverage had you remained continuously employed by the Company, in each case, subject to your signing and returning to the Company (and not subsequently revoking), within sixty (60) days following the date on which your employment terminates, an effective separation agreement in the form provided by the Company (which separation agreement shall not be entitled include a release of claims and restrictive covenants substantially similar to receive those contained in the Confidentiality Agreement) (the “Separation Agreement”) and your continued compliance with the Confidentiality Agreement (as defined below). Notwithstanding the foregoing, if the Company determines that its payment of the COBRA or applicable state law premium contributions would subject the Company to any additional tax or penalty, then the Company may elect to pay to you in any month, in lieu of making such payments and Continued Benefits described on your behalf, a cash payment equal to the Company’s cost of the monthly premium contribution for that month in accordance with the Company’s standard payroll procedures. Any salary continuation payments made under this Section 12; and
5 will begin sixty (iii60) days following the vesting applicable to all Equity Awards shall cease immediately date your employment terminates, on the next regular Company payroll following such date, and the you shall first such salary continuation payment will include all payments that would have a period otherwise been paid on the regular payroll dates of 90 days the Company following the date your employment terminates but prior to exercise any and such first salary continuation payment. For all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.:
Appears in 3 contracts
Sources: Employment Agreement (Mersana Therapeutics, Inc.), Employment Agreement (Mersana Therapeutics, Inc.), Employment Agreement (Mersana Therapeutics, Inc.)
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by If you for Good Reason experience a Qualifying Termination (as defined below) while you are an Eligible Employee (and disregarding for this purpose, any reduction in your job duties, authorities or responsibilities that results in a termination of your employment for Good Reason), then, provided you timely comply with the conditions described in Section 3:
(ia) the Company shall will pay you an amount equal to your accrued but unpaid Base Salary through the date of terminationthen current base salary (disregarding for this purpose, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction of your base salary that results in Base Salary that served as the basis for a resignation termination of your employment for Good Reason) for a period of 180 days following the date of termination applicable Severance Period, payable in substantially equal installments in accordance with the Company’s ordinary regular payroll practicepractice over such period, commencing within 60 days after the date of your Qualifying Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments shall begin to be paid in the second calendar year and the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the date of your Qualifying Termination;
(iiib) to the extent permitted by applicable healthcare laws and provided that if you make a timely election elect to continue coveragecoverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall pay directly your COBRA premiums, and any applicable Company COBRA premiums, necessary to continue your then-current coverage until the insurance provider earliest of (A) the premium end of the applicable Severance Period, (B) the expiration of your eligibility for COBRA the continuation coverage under COBRA and (C) the date you become eligible to enroll in a health insurance plan offered by another employer or entity. You agree to immediately notify the Company in writing of any such enrollment or eligibility for the you enrollment and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) Company’s obligation to pay any COBRA premiums shall be referred to as the “Continued Benefits”)immediately cease. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the event that foregoing benefit without potentially incurring financial costs or penalties under applicable healthcare laws do not permit law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable monthly amount (which amount shall be based on the premium for the first month of COBRA coverage hereunder), which payments shall be made regardless of whether you elect COBRA continuation coverage. If the Company elects to make such payments in lieu of coveragepaying such COBRA premiums, the payments will end on the earlier of (x) the date on which you voluntarily enroll in a health insurance plan offered by another employer or (y) the end of the Severance Period; and
(c) if such Qualifying Termination occurs during the Change in Control Period, then the Company shall reimburse pay you a lump-sum amount equal to one hundred percent (100%) of your target annual cash performance bonus for the costs year of obtaining coverage termination (or, if greater, your target annual cash performance bonus as in an amount not to exceed the coverage amounts paid or payable by you effect immediately prior to the Change of Control), payable on the first regular payroll date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other the Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar that is 60 days following the date of such terminationtermination (or, after which time the Options shall expire; providedif later, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate such Change in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of terminationControl);
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 3 contracts
Sources: Severance Agreement (Rapid7, Inc.), Severance Agreement (Rapid7, Inc.), Severance Agreement (Rapid7, Inc.)
Severance. (a) In the event that at any time your employment Employee is terminated by subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) months (if Employee is not the Company without Cause CEO)] [eighteen months (as defined in 18) (if Employee is the PlanCEO), or by you for Good Reason (as defined below), then:
(i) ] after the Company shall pay your accrued but unpaid Base Salary through the effective date of terminationthe termination (for purposes of this Section 2(b)[(i)][(ii)], at the rate in effect at “Severance Period”) equal to the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred base salary which Employee was receiving immediately prior to the date of termination;
(ii) Other Involuntary Termination, which payments shall be paid during the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination Severance Period in accordance with the Company’s ordinary standard payroll practice;
practices; and (iiiB) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the extent permitted by Other Involuntary Termination pursuant to the terms of COBRA or other applicable healthcare laws law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under Section 2(b)(i)[ and provided that you make a timely election 2(b)(ii)] shall be paid or commence to continue coverage, be paid on the sixtieth (60th) day following Employee’s termination of employment (subject to Employee’s release of claims against the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided as set forth in this Section 12(a)(iii1(a)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that applicable healthcare laws do not permit continuation the provision of coverage, then subsidized COBRA benefits to Employee could cause the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion become subject to such equity award before 90 days following such termination.
(b) In excise tax as a result of the event that your employment is terminated Patient Protection and Affordable Care Act, as amended by the Company for CauseHealthcare Reform Act, or by you other than for Good Reason, then:
(i) the Company shall pay your Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued but unpaid Base Salary through as of the date of termination, at the rate Employee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a provider and in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution program selected by the Company Company, provided Employee commences such services within ninety (90) days of your title (including your ceasing to have the title of President and CEOEmployee’s Other Involuntary Termination date), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Management Continuity Agreement (Assertio Therapeutics, Inc), Management Continuity Agreement (Depomed Inc)
Severance. In the event the Company terminates your employment without Cause (as defined below) or you resign your employment for Good Reason (as defined below), in each case, provided you (i) enter into, do not revoke and comply with the terms of a separation agreement and release in the form provided by the Company which shall include, without limitation, a general release of claims against the Company and related persons and entities, nondisparagement obligations, a seven-business day revocation period and a waiver of any right to garden leave pay or any other noncompetition consideration (the “Release”) within the time period provided in the Release but in no event later than sixty (60) days after the Date of Termination and (ii) comply with the Restrictive Covenant Obligations in all respects, then in addition to the Accrued Obligations, the Company will provide you with (a) In continuation of your Base Salary as of the Date of Termination for the Severance Period (the “Severance Payments”); provided in the event that at you breach any time of the Restrictive Covenant Obligations, all payments of the Severance Payments shall immediately cease. For purposes of this Agreement, the “Severance Period” shall be (x) if your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date first (1st) anniversary of termination;
the Start Date, the period from the Date of Termination until three (ii3) months thereafter and (y) otherwise, the Company period from the Date of Termination until six (6) months thereafter. The Severance Payments shall continue to pay your Base Salary at commence within sixty (60) days after the rate in effect at the time Date of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with Termination and shall be made on the Company’s ordinary regular payroll practice;
dates; provided, however, that if the sixty (iii) to the extent permitted by applicable healthcare laws 60)-day period begins in one calendar year and provided that you make ends in a timely election to continue coveragesecond calendar year, the Company Salary Continuation Payments shall pay directly begin to be paid in the insurance provider second calendar year. In the premium event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “catch up” payment. Solely for COBRA continuation coverage for purposes of Section 409A of the you and the your dependentsInternal Revenue Code of 1986, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first as amended (the benefits provided in this “Section 12(a)(iii)) shall be referred to as the “Continued Benefits409A”), each Salary Continuation Payment is considered a separate payment. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not are entitled to exceed the coverage amounts paid or payable by you immediately prior any payments pursuant to the date of termination; and
Restrictive Covenant Agreement (ivas defined below) (A) all unvested Restricted Stockincluding without limitation Noncompetition Consideration as defined therein), Options, Option Shares and the Severance Benefits to be paid to you in any other Company equity compensation awards (collectively, “Equity Awards”) calendar year will be reduced by the amount that you then hold shall immediately vest are paid in full, and (B) all Options will remain exercisable for a period of 90 the same such calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect year pursuant to the foregoing provisionRestrictive Covenant Agreement. For the avoidance of doubt, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior reason, or due to your death or disability (the date of termination;
(ii) latter as determined by the Company in good faith), you shall not will be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant Accrued Obligations but not to the terms thereof.
(c) Severance Payments. For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.:
Appears in 2 contracts
Sources: Employment Agreement (Comera Life Sciences Holdings, Inc.), Employment Agreement (Comera Life Sciences Holdings, Inc.)
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined a. EMPLOYEE shall be entitled to receive from PETCO severance benefits in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoingsubsection b, below, if in the event that applicable healthcare laws do not permit continuation of coverageconnection with a Change in Control or within one year after a Change in Control, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expireEMPLOYEE's employment with PETCO is terminated; provided, however, that no such Option shall EMPLOYEE will not be exercisable after the expiration of its maximum term. In order entitled to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon severance benefits if EMPLOYEE's termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.employment is
(bi) In the event that your employment is terminated by the Company for Cause, or (ii) by you reason of permanent disability (as determined by EMPLOYEE's eligibility to receive disability benefits under any long-term disability plan PETCO may then have in effect), (iii) initiated by EMPLOYEE for other than for Good ReasonReason or (iv) by reason of EMPLOYEE's death. Notwithstanding any other provision of this Agreement, thenthe consummation of a Transaction in itself shall not be deemed a termination of employment entitling EMPLOYEE to severance benefits hereunder even if such event results in EMPLOYEE being employed by a different entity which assumes PETCO's obligations under this Agreement.
b. If EMPLOYEE's services are terminated, entitling EMPLOYEE to severance benefits pursuant to subsection a, above, EMPLOYEE shall be entitled to the following benefits:
(i) During the Company Severance Period, PETCO shall continue to pay your accrued but unpaid Base Salary through the date of terminationto EMPLOYEE base salary, less applicable withholding, at the rate and according to the payment schedule in effect place immediately prior to the termination of employment.
(ii) During the Severance Period, PETCO shall continue on behalf of EMPLOYEE (and EMPLOYEE's dependents and beneficiaries) life insurance, disability insurance, and medical, dental, and automobile benefits, if any, which were being provided to EMPLOYEE at the time of termination, accrued but unused vacation, termination of employment and reimburse you for any unreimbursed business expenses incurred the expense shall be allocated between PETCO and EMPLOYEE on the same basis as prior to the date of termination;
(ii) you termination of employment. The period of time during which such payments and continuation of coverage shall occur under this paragraph will run concurrently with any separate period of time during which the law requires continuation coverage. The benefits provided pursuant to this subsection shall be no less favorable to EMPLOYEE than the coverage provided to EMPLOYEE under the plans providing such benefits at the time notice of termination was given to EMPLOYEE. The obligation of PETCO under this subsection shall be limited to the extent that EMPLOYEE obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case PETCO may reduce the coverage of any benefits it is required to provide EMPLOYEE under this subsection, as long as the aggregate coverage of the combined benefit plans is no less favorable to EMPLOYEE, in terms of amounts and deductibles and costs to EMPLOYEE, than the coverage required to be provided under this subsection. This subsection shall not be interpreted so as to limit any benefits to which EMPLOYEE (or EMPLOYEE's dependents or beneficiaries) are entitled under any of PETCO's employee benefit plans, programs or practices following EMPLOYEE's date of termination of employment. The provision of continued benefits to receive EMPLOYEE under this subsection shall not deprive EMPLOYEE of any additional payments and Continued Benefits described in this Section 12independent statutory right to continue benefits coverage pursuant to sections 601 through 606 of the Employee Retirement Income Security Act of 1974, as amended; and
(iii) On the vesting applicable to all Equity Awards date of termination of employment, PETCO shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant pay EMPLOYEE an amount equal to the terms thereof.
(c) bonus, if any, EMPLOYEE would have received had EMPLOYEE remained in PETCO's employment during the Severance Period. For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by paragraph, the Company of your title (including your ceasing to have bonus is calculated as the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board greater of the Company); prorata bonus norm or actual bonus earned.
(Biv) a material breach by The above provisions set forth the Company of any of minimum severance benefits and do not prohibit better severance benefits being offered that are consistent with the provisions contained acquiring company's policies and practices or industry practices at that time.
(v) Nothing in this Agreement, which, if capable of being cured, Retention Agreement is not cured by meant to prohibit an employee from continuing to contribute to his or her 401(k) plan during the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentSeverance Period.
Appears in 2 contracts
Sources: Retention Agreement (Petco Animal Supplies Inc), Retention Agreement (Petco Animal Supplies Inc)
Severance. In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply:
(a) In If there is a Termination (as herein defined) of the event that Employee’s employment with the Company at any time your employment is terminated by within twelve (12) months after the Company without Cause occurrence of a Change of Control (as defined in the Planherein defined), or by you for Good Reason (as defined below), then:
such Employee shall be entitled to receive a lump-sum severance payment equal to (i) the Company shall pay your accrued but unpaid Base Salary through the date fifty percent (50%) of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
such employee’s then current salary plus (ii) fifty percent (50%) of the amount of such employee’s most recently paid regular bonus (excluding special bonuses) attributable to a full calendar year’s service to the Company shall continue (or, if higher, the amount of the bonus attributable to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Companycalendar year’s ordinary payroll practice;
(iii) service which was paid to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares Termination shall become vested and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold exercisable as of such date and shall immediately vest in full, and (B) all Options will remain exercisable for a the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to active employees of 90 calendar days following the date Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of such terminationmedical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, after which time as amended (the Options “Code”). The Employee shall expire; provided, however, that have no such Option duty to mitigate damages by seeking other employment. The Company shall be exercisable after the expiration of its maximum term. In order have no right to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate offset hereunder with respect to any vested compensation or unvested portion subject benefits received by the Employee from or in connection with any employment subsequent to such equity award before 90 days following such terminationEmployee’s Termination of employment with the Company.
(b) In If the event that your Employee voluntarily terminates employment is terminated by with the Company for Cause, or by you any reason other than for “Good Reason” (as herein defined) during the twelve (12)-month period following a Change of Control as described in Section 2(a) below, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall Employee will not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) severance payment or acceleration of the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentunvested Stock Options.
Appears in 2 contracts
Sources: Employment Agreement (Dice Holdings, Inc.), Employment Agreement (Dice Holdings, Inc.)
Severance. (a) In the event that the Company terminates your employment without “Cause,” as defined herein, at any time your employment is terminated by prior to a Change of Control, as defined herein, then upon execution of a general release of claims satisfactory to the Company, the Company without Cause (as defined in will provide you with the Plan), or by you for Good Reason (as defined below), then:
following severance benefits: (i) salary continuation for a period of twelve (12) months at your then current rate of base salary; (ii) a portion of your targeted annual bonus determined in accordance with the applicable paragraph below; (iii) if you are eligible for, elect and remain eligible for COBRA continuation coverage, the Company shall will pay your accrued but unpaid Base Salary through the date share of terminationthe premium it was paying prior to termination during the period you are receiving severance; and, at (iv) six months continued vesting of the rate in effect stock options that you have been granted at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall . Except as may be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, provided under this Agreement following any termination of your employment, none any benefits to which you may be entitled pursuant to the Company’s plans, policies and arrangements referred to herein shall be determined and paid in accordance with the terms of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) plans, policies and arrangements. In the event that the Company or its acquirer terminates your employment is terminated by the Company for without “Cause,” as defined herein, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of terminationor within twelve (12) months following a Change of Control, accrued as defined herein, then upon execution of a general release of claims satisfactory to the Company, the Company or its acquirer will provide you with the following severance benefits: (i) salary continuation for a period of twelve (12) months at your then current rate of base salary; (ii) a portion of your targeted annual bonus determined in accordance with the applicable paragraph below; and, (iii) if you are eligible for, elect and remain eligible for COBRA continuation coverage, the Company or its acquirer will pay the share of the premium it was paying prior to termination during the period you are receiving severance. Except as may be provided under this Agreement following termination of your employment, any benefits to which you may be entitled pursuant to the Company’s plans, policies and arrangements referred to herein shall be determined and paid in accordance with the terms of such plans, policies and arrangements. For purposes of this document, you will receive the same severance benefits as upon a termination without Cause if you notify the Company of your decision to terminate your employment with the Company within three (3) months of the occurrence of either of the following: (i) a decrease to your base salary or targeted annual bonus without your consent and approval to an amount less than the then current amount immediately preceding the decrease, or (ii) a change in your position from Chief Financial Officer or your duties and responsibilities without your consent and approval. If the Company terminates your employment with or without Cause, after completion of any period (whether a calendar year or any other period) during which your eligibility for a bonus is to be determined (a “Bonus Period”) but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) when such bonus is to be paid, you shall not will be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) such bonus at the vesting applicable to all Equity Awards shall cease immediately and time it would have been paid. In addition, if the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant company terminates your employment without cause prior to the terms thereof.
(c) For purposes completion of this Agreement: “Good Reason” shall mean (A) any material diminution a Bonus Period, you will be entitled to receive a prorated portion of such bonus at the time it would have been paid, based on the portion of the Bonus Period that you were employed by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Employment Agreement (Benefitfocus,Inc.), Employment Agreement (Benefitfocus,Inc.)
Severance. (a) In the event that at any time If your employment is terminated (i) by the Company without other than for Cause or (as defined in the Plan), or ii) by you for Good Reason (as defined below), then:
in addition to the Accrued Amounts and in lieu of any payments or benefits under any other Company separation policy or program, you will be entitled to: (iA) a payment equal to the Company shall pay sum of twelve (12) months of your accrued but unpaid Base Salary through plus twelve (12) months of your Target Annual Bonus Opportunity (the date amount of terminationsuch payment, at the “Severance Amount”); and (B) a payment equal to the premiums that you would pay if you elected continued health coverage under the Company’s health plan for you and your eligible dependents for the twelve (12) month period following the Termination Date, less the applicable active employee rate, which premiums will be calculated based on the rate determined under the COBRA rate in effect at on the time Termination Date (“Medical Benefit Payment”); provided that any delays in the settlement or payment of terminationsuch awards that are set forth in the applicable award agreement and that are required under Section 409A of the Internal Revenue Code, accrued but unused vacationas amended (the “Code”), and reimburse you for the Treasury Regulations thereunder (“Section 409A”) shall remain in effect. The Company’s obligations to make the payments and provide the benefits set forth in (A) and (B) in this Section 3(b) shall be conditioned upon your continued compliance with your obligations under Section 4 below and your execution and nonrevocation of a release of claims in favor of the Company and its affiliates in a form provided by the Company (“Release”). Notwithstanding any unreimbursed business expenses incurred prior provision to the date contrary herein (other than the provisions of termination;
Section 7 below), and without limitation of any remedies to which the Company may be entitled, (iiI) the Company Severance Amount shall continue to pay your Base Salary at the rate be paid in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination installments in accordance with the Company’s ordinary regular payroll practice;
practices during a twelve (iii12) month period commencing within sixty (60) days following the Termination Date (with the first such payment to include all installment amounts from the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iiiTermination Date)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (BII) all Options will remain exercisable for the Medical Benefit Payment shall be paid in a period of 90 calendar lump sum within sixty (60) days following the date of such termination, after which time Termination Date; provided that the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationRelease is effective.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Employment Agreement (Abeona Therapeutics Inc.), Employment Agreement (Abeona Therapeutics Inc.)
Severance. If (a) In the event that at any time your Employee’s employment is terminated by the Company without Cause (as defined in the Plan), or by you the Employee for Good Reason or (b) the Employee is not offered continuing employment on substantially the same terms as defined below)set forth herein in connection with a Change of Control, then:
(i) , in either case, the Company shall pay your accrued but unpaid Base Salary through to the Employee, as severance, an aggregate amount equal to: (i) his then current base salary during the twelve-month period commencing on the effective date of termination, at the rate in effect at termination of Employee’s employment relationship with the time of termination, accrued but unused vacation, Company (the “Severance Period”) and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) an amount equal to twelve times the monthly amount that the Company paid for the Employee’s participation in the Company’s health insurance plan during the month immediately preceding the Termination Date. All of the foregoing amounts shall continue to pay your Base Salary at be payable pro rata over the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination Severance Period in accordance with the Company’s ordinary normal payroll practice;
(iii) practices. Additionally, any bonus amounts earned as of the end of a fiscal year but not paid as of the Termination Date shall be paid to the extent permitted Employee in a manner consistent with payment of such bonus amounts to the Company’s other senior management employees notwithstanding the subsequent termination of the Employment Period. All benefits, including health insurance benefits, offered by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly cease as of the Termination Date and the Employee may elect to continue his participation in the Company’s health insurance benefits at the Employee’s expense pursuant to COBRA by notifying the Company in the time specified in the COBRA notice to be delivered by the Company to the insurance provider Employee as of the Termination Date and by the Employee paying the monthly premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”)himself. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you not make any payments pursuant to this Section 1.2 to the Employee unless and until (x) the Employee executes and delivers to the Company a general release in substantially the form of Exhibit A attached hereto (the “Release”), (y) such Release is executed and delivered to the Company within twenty-one (21) days after the Termination Date and (z) all time periods for revoking such Release have lapsed (the costs “Release Period”). Once the executed Release is delivered to the Company, if any payments pursuant to this Section 1.2 had been deferred pending the receipt of obtaining coverage such Release, the first payment following such delivery shall be in an amount not to exceed the coverage amounts paid or payable by you immediately prior equal to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a total amount to which the Employee would otherwise have been entitled to during the period of 90 calendar days following the date of termination if such termination, after which time the Options shall expiredeferral had not occurred; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for CauseRelease Period begins in one calendar year but ends in a subsequent calendar year, or by you other than for Good Reason, then:
(i) then the Company first payment hereunder shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred no event be made prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board first day of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentsubsequent calendar year.
Appears in 2 contracts
Sources: Severance Agreement (Carbonite Inc), Severance Agreement (Carbonite Inc)
Severance. In the event the Employee's employment is terminated (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan)cause, or (b) by you the Employee for Good Reason (as defined below)Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior subject to the date of termination;
(ii) conditions stated herein, the Company shall continue to pay your the Employee his then current Base Salary at the rate set forth in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) Section 3.1 for a period of 180 days following 12 months from the date of termination, subject to offset for any amounts then owed the Company by the Employee; provided, if the Employee is entitled to compensation and benefits arising from termination of employment due to change of control under the Executive Change of Control Agreement between the parties, such compensation and benefits shall be in accordance with lieu of and not in addition to compensation under this Section 4.4. Severance shall be paid in such installments and subject to such deductions as the Company’s ordinary payroll practice;
(iii) Employee's Base Salary has otherwise been paid during the Term of this Agreement. The Employee shall be entitled to employment benefits and continuation of vesting of stock options during the time severance is paid hereunder. The Employee is eligible to receive bonus payments that are equivalent to what the employee would have been eligible for or the amount equivalent to what they received over the last year, during the time severance is paid. The employee may receive benefits obtained through the exercise of COBRA rights, to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”)applicable. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation Company's obligation to make severance payments, pay bonus payments, provide benefits and continue vesting of coveragestock options hereunder is expressly conditioned upon the Employee's ongoing compliance with the provisions of the Confidentiality, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares Inventions and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum termNon-Competition Agreement. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Employee breaches the terms of such agreement, the Company's obligations hereunder shall automatically terminate, without any notice to the Employee. THE EMPLOYEE AGREES THAT SEVERANCE AS PROVIDED HEREIN SHALL BE THE SOLE CONSIDERATION TO WHICH HE IS ENTITLED IN THE EVENT OF THE TERMINATION OF HIS EMPLOYMENT WITHOUT CAUSE OR FOR GOOD REASON, AND THAT SEVERANCE WILL NOT BE PAID IN THE EVENT OF TERMINATION WITH CAUSE OR RESIGNATION WITHOUT GOOD REASON, AND THE EMPLOYEE EXPRESSLY WAIVES AND RELINQUISHES ANY CLAIM TO OTHER OR FURTHER CONSIDERATION. Severance pay, bonus pay, benefits and/or vesting of stock options under this Section 4.4 are expressly conditioned upon the Employee's execution and delivery of a release of all claims against the Company for Cause, or by you other than for Good Reason, then:
(i) in a form satisfactory to the Company shall pay your accrued but unpaid Base Salary through in the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofreasonable discretion.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Executive Employment Agreement (Angiotech Pharmaceuticals Inc), Executive Employment Agreement (Angiotech Pharmaceuticals Inc)
Severance. (a) In If the event that at Company or any time successor corporation terminates your employment is terminated by the Company without other than for Cause (as defined in the Planbelow), death or by disability or you terminate your employment with the Company or any successor corporation for Good Reason (as defined below), then:
(i) , you will be eligible to receive, subject to executing a release of claims in a form approved by the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coveragebelow, the Company shall following severance: continuing payments of severance pay directly at a rate equal to the insurance provider the premium for COBRA continuation coverage for the you and the your dependentsbase salary, less the amount payable by an active employee for such coverageas then in effect, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days 3 months following the date of such termination, after which time will be paid in accordance with the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum termCompany’s normal payroll procedures. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that If your employment is terminated by the Company for Cause, or voluntarily by you (other than for Good Reason), then:
(i) for Cause by the Company shall pay or due to your accrued but unpaid Base Salary death or disability, then you will only be eligible for severance benefits in accordance with the Company’s established policies, if any, as then in effect. The receipt of any severance benefits pursuant to this Agreement will be subject to your signing and not revoking a release of any and all claims, in a form prescribed by the Company (the “Release”) and provided that such Release becomes effective and irrevocable no later than sixty 60 days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, you will forfeit any rights to severance benefits under this Agreement. No severance benefits will be paid or provided until the Release becomes effective and irrevocable. Upon the Release becoming effective, any payments delayed from the date you terminate employment through the effective date of terminationthe Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable and all other amounts will be payable in accordance with the payment schedule applicable to each payment or benefit. In the event the termination occurs at a time during the calendar year where the Release Deadline is in the calendar year following the calendar year in which your termination occurs, at then any severance payments under this Agreement that would be considered Deferred Compensation (as defined below) will be paid on, or in the rate case of installments, will not commence until, the 60th day after your termination date, or, if later, the Deferred Compensation Delayed Payment Date (as defined below). It is the intent of this Agreement that all payment and benefits hereunder comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder and any applicable state law requirements (“Section 409A”) so that none of the payments and benefits to be provided under this Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. You and the Company agree to work together in effect good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to you, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, “Deferred Compensation”) or otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be paid or otherwise provided until you have a “separation from service” within the meaning of Section 409A. Further, if at the time of terminationyour termination of employment, accrued but unused vacationyou are a “specified employee” within the meaning of Section 409A, and reimburse you for any unreimbursed business expenses incurred prior payment of such Deferred Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that you will receive payment on the first payroll date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable occurs on or after the expiration date that is 6 months and 1 day following your termination of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of employment, or your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, whichdeath, if capable of being cured, is not cured by earlier (the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent“Deferred Compensation Delayed Payment Date”).
Appears in 2 contracts
Sources: Employment Agreement (Amprius Technologies, Inc.), Employment Agreement (Amprius Technologies, Inc.)
Severance. (a) In If the event that at any time your employment Employment Period is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined in Section 5(h) below), then:
you will be entitled to receive (i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate as in effect at the time of terminationsuch termination to the extent such amount has accrued through the Termination Date (as defined in Section 5(e) below) and remains unpaid, accrued (ii) any fully earned and declared but unused vacationunpaid Performance Bonus as of the Termination Date, and reimburse (iii) an amount equal to the sum of Base Salary you for any unreimbursed business expenses incurred prior to would have received from the date of termination;
(ii) such termination through the Company then applicable Expiration Date, which shall continue to pay your Base Salary be payable in the same amounts and at the rate same intervals as if the Employment Period had not ended and (iv) any unpaid Expenses as of the Termination Date. Upon delivery of the payments and benefits described in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coveragethis Section 5(a), the Company shall pay directly have no further obligation to you under this letter agreement or otherwise with respect to your employment with the insurance provider Company. The Company’s obligation to make the premium for COBRA continuation coverage for the payments to you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided described in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
clause (iv) (Aof this Section 5(a) all unvested Restricted Stockis conditioned upon your executing and delivering, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar no later than 14 days following the date Termination Date, a release relating to your employment by the Company in favor of such terminationthe Company, after which time its Affiliates and their respective stockholders, officers, members, managers, directors, employees, subsidiaries and affiliates substantially in the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.form attached as Exhibit A.
(b) In If the event that your employment Employment Period is terminated by the Company for Cause, Cause or by you other than for Good Reason, then:
the Company will pay you (i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate as in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior such termination to the date of termination;
extent such amount has accrued through the Termination Date and remains unpaid, (ii) you shall not be entitled to receive any additional payments fully earned and Continued Benefits declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date. Upon delivery of the payment described in this Section 12; and
(iii) 5(b), the vesting applicable Company will have no further obligation to all Equity Awards shall cease immediately and you under this letter agreement or otherwise with respect to your employment with the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofCompany.
(c) If the Employment Period is terminated upon your Disability (as defined in Section 5(g) below) or death, the Company will pay you or your estate or succession, whichever is applicable, (i) your Base Salary as in effect at the time of such termination to the extent such amount has accrued through the Termination Date and remains unpaid, (ii) any fully earned and declared but unpaid Performance Bonus as of the Termination Date, and (iii) any unpaid Expenses as of the Termination Date.
(d) Except as otherwise required by law or as specifically provided herein, all of your rights to salary, severance, fringe benefits, bonuses and any other amounts hereunder (if any) accruing after the termination of the Employment Period will cease upon the earlier of the date of such termination and your last day of active service. In the event the Employment Period is terminated, your sole remedy, and the sole remedy of your successors, assigns, heirs, representatives and estate, will be to receive the payments described in this letter agreement.
(e) Any termination of the Employment Period by the Company (other than termination upon your death) or by you must be communicated by written notice (in either case, a “Notice of Termination”) to you. For purposes of this Agreement: letter agreement, “Good ReasonTermination Date” shall mean means (Ai) any material diminution if the Employment Period is terminated by your death, the date of your death, (ii) if the Employment Period is terminated upon your Disability, by the Company or by you, the date specified in the Notice of your title Termination (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other which may not be earlier than the Board date of such Notice). Notwithstanding anything contained herein to the contrary, any termination of the Company); (B) a material breach Employment Period by you must be communicated to the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within no less than 30 days after written notice thereof by you prior to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentintended Termination Date.
Appears in 2 contracts
Sources: Employment Agreement (Tyme Technologies, Inc.), Employment Agreement (Tyme Technologies, Inc.)
Severance. (a) In the event that at any time If your employment with the Company is terminated by the Company without Cause (as defined in the Plan), or by you resign for Good Reason (each, as defined below), subject to your execution and delivery to the Company of a general release of all claims against the Company and its affiliates in a form acceptable to the Company (a “Release”) that becomes effective and irrevocable within sixty (60) days following such termination of employment, then you will be entitled to the following: (i) continued payment of your base salary at the rate in effect immediately prior to your date of termination during the period commencing on your termination date and ending on the six (6)-month anniversary of your termination date (the “Severance Period”), payable in substantially equal installments in accordance with the Company’s standard payroll policies, less applicable withholdings, with such installments to commence on the first payroll date following the date the Release becomes effective and irrevocable with the first installment to include any amount that would have been paid had the Release been effective and irrevocable on your termination date; (ii) if you elect to receive continued healthcare coverage pursuant to the provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company shall directly pay, or reimburse you for, the premium for you and your covered dependents through the earlier of (A) the end of the Severance Period and (B) the date you and your covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s) (and you agree to promptly notify the Company of such eligibility), provided that if the Company determines that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act) or incurring an excise tax, then, in lieu of the foregoing benefit, a taxable amount equal to each remaining Company subsidy payment will thereafter be paid to you in substantially equal monthly installments; (iii) each outstanding equity award held by you will automatically vest with respect to that number of shares that would have vested during the Severance Period had your employment continued; and (iv) each of your options to purchase the Company’s common stock that is vested as of your termination date (after giving effect to any applicable accelerated vesting) will remain exercisable until the earlier of the thirty-six (36)-month anniversary of your termination date or the original expiration date of the option. In addition, if your employment with the Company is terminated by the Company without Cause or you resign for Good Reason, in each case, within twelve (12) months following a Change in Control (as defined below), then:
(i) subject to your execution and delivery to the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, a Release that becomes effective and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
irrevocable within sixty (ii60) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date such termination of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable each outstanding equity award held by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately will automatically vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Confirmatory Employment Letter (Aligos Therapeutics, Inc.), Confirmatory Employment Letter (Aligos Therapeutics, Inc.)
Severance. In no way limiting the Company’s policy of employment at will:
(a) In If Employee’s employment with the event that at any time your employment Company is terminated by the Company without Cause (as defined in the Plan), or by you for Employee with Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date Expiration Date, and provided that all of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 following have occurred within 60 days following the date termination of termination in accordance Employee’s employment with the Company’s ordinary payroll practice;
Company (iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be 60th day being referred to as the “Continued BenefitsRelease Date”): (i) Employee first signs and delivers to the Company a Confidential Severance and Release Agreement in substantially the same form as that attached hereto as Exhibit B (the “Release Agreement”). Notwithstanding , (ii) any revocation right of the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company Employee under such Release Agreement shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in fullhave expired, and (Biii) all Options will remain exercisable such Release Agreement shall have become effective, Employee shall be entitled to receive severance compensation equal to 75% of his annual Base Salary and Target Bonus for a period purpose of 90 the MIP in effect for the year in which the Termination Date occurs (determined regardless of the actual results of the Company for that year), payable in nine (9) monthly installments equal to one-ninth of such severance compensation, subject to required withholding, payable at the end of each of the next nine (9) full calendar days months following the date of such termination, after which time first full calendar month following the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationRelease Date.
(b) In Notwithstanding anything to the event that your contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, any obligation relating to the treatment of Company confidential information and any non-compete obligation.
(c) If Employee’s employment with the Company is terminated by the Company for CauseCause or death or Disability, or by you other than for Employee resigns without Good Reason, then:
Employee shall be entitled to receive only: (i) the Company shall pay your accrued but unpaid Employee’s Base Salary earned and payable through the date of termination, at the rate in effect at the time of termination, Termination Date; (ii) any accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior /time off to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12extent required under applicable law; and
(iii) the vesting applicable to reimbursement for all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant incurred but unreimbursed expenses to the terms thereofextent Employee is entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date.
(cd) For purposes of this Agreement: “Good Reason” , the following terms shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.meanings set forth below:
Appears in 2 contracts
Sources: Employment Agreement (Flotek Industries Inc/Cn/), Employment Agreement (Flotek Industries Inc/Cn/)
Severance. (a) In Although nothing in this Section 2 shall be construed to alter the event that at any time your at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation resigns for Good Reason) , Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageGood Reason, the Company shall pay directly will also provide Executive with outplacement services for up to the insurance six months by a provider the premium selected and paid for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the coverage amounts Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company over the entire year), at such time bonuses are paid or payable by you immediately prior to the date Company’s senior executives generally, based on the number of termination; and
months worked in the applicable fiscal year of the Company (iv) (A) all unvested Restricted Stockthe “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Options, Option Shares Executive agrees to execute and any other deliver to the Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest a fully effective general release in full, and (B) all Options will remain exercisable for a period of 90 calendar the form attached to this Agreement as Attachment A within 30 days following the date Executive’s employment with the Company terminates. Company shall pay Executive the Salary Severance on the date which is the later of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable ten days after the expiration date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 17, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its maximum termterms) or the date on which Company pays bonuses to Company’s senior executives generally for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 17. In order Executive understands and agrees that Executive shall not be entitled to give effect to the foregoing provision, notwithstanding anything to the contrary any other severance benefit not set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon this Section 2, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of service or the duration of post-termination of service exercise periods, following any termination of your Executive’s employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment Executive is qualified for and elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as set forth in Section 2(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited.
(c) Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company for Cause, without Cause or by you other than resigns for Good Reason, then:and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, the Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation.
(d) For purposes of this Agreement, the Company shall have “Cause” to terminate Executive’s services in the event of any of the following acts or circumstances: (i) the Company shall pay your accrued but unpaid Base Salary through the date Executive’s conviction of termination, at the rate in effect at the time a felony or entering a plea of termination, accrued but unused vacation, and reimburse you for guilty or nolo contendere to any unreimbursed business expenses incurred prior to the date crime constituting a felony (other than a traffic violation or by reason of termination;
vicarious liability); (ii) you shall not be entitled Executive’s substantial and repeated failure to receive any additional payments and Continued Benefits described in this Section 12attempt to perform Executive’s lawful duties to the Company, except during periods of physical or mental incapacity; and
(iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the vesting applicable business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to all Equity Awards shall cease immediately the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the you shall have a period Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expireof the Company’s affiliates); provided, however, that no Executive shall not be deemed to have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such Equity Award shall be exercisable after breach is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its maximum term pursuant intention to terminate his employment for Cause describing the terms thereofbasis therefore in reasonable detail.
(ce) For purposes of this Agreement: Executive will be deemed to have a “Good Reason” shall mean if Executive terminates his employment because of (Ai) any a material diminution of Executive’s duties as Chief Financial Officer, (ii) the failure by any successor of the Company to assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any a requirement that you Executive report to any person(s) a person other than the Board Chief Executive Officer of the Company); (B) Company or the Chairman of the Board. Executive shall not have a material breach by Good Reason to resign if the Company suspends Executive due to an indictment of any of the provisions contained in this AgreementExecutive on felony charges, which, if capable of being cured, is not cured by provided that the Company within 30 days continues to pay Executive’s salary and benefits. No Salary Severance is payable after written notice thereof by you Executive turns age 65, regardless of whether Executive has a Good Reason for resignation and regardless whether the Company has Cause to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentterminate Executive.
Appears in 2 contracts
Sources: Severance Agreement (Herbalife Ltd.), Severance Agreement (Herbalife Ltd.)
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined 1. EMPLOYEE shall be entitled to receive from PETCO severance benefits in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoingsubsection b, below, if in the event that applicable healthcare laws do not permit continuation of coverageconnection with a Change in Control or within one year after a Change in Control, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expireEMPLOYEE's employment with PETCO is terminated; provided, however, that no such Option shall EMPLOYEE will not be exercisable after the expiration of its maximum term. In order entitled to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon severance benefits if EMPLOYEE's termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company (i) for Cause, or (ii) by you reason of permanent disability (as determined by EMPLOYEE's eligibility to receive disability benefits under any long-term disability plan PETCO may then have in effect), (iii) initiated by EMPLOYEE for other than for Good ReasonReason or (iv) by reason of EMPLOYEE's death. Notwithstanding any other provision of this Agreement, thenthe consummation of a Transaction in itself shall not be deemed a termination of employment entitling EMPLOYEE to severance benefits hereunder even if such event results in EMPLOYEE being employed by a different entity which assumes PETCO's obligations under this Agreement.
2. If EMPLOYEE's services are terminated, entitling EMPLOYEE to severance benefits pursuant to subsection a, above, EMPLOYEE shall be entitled to the following benefits:
(i1) During the Company Severance Period, PETCO shall continue to pay your accrued but unpaid Base Salary through the date of terminationto EMPLOYEE base salary, less applicable withholding, at the rate and according to the payment schedule in effect place immediately prior to the termination of employment.
(2) During the Severance Period, PETCO shall continue on behalf of EMPLOYEE (and EMPLOYEE's dependents and beneficiaries) life insurance, disability insurance, and medical, dental, and automobile benefits, if any, which were being provided to EMPLOYEE at the time of termination, accrued but unused vacation, termination of employment and reimburse you for any unreimbursed business expenses incurred the expense shall be allocated between PETCO and EMPLOYEE on the same basis as prior to the date of termination;
(ii) you termination of employment. The period of time during which such payments and continuation of coverage shall occur under this paragraph will run concurrently with any separate period of time during which the law requires continuation coverage. The benefits provided pursuant to this subsection shall be no less favorable to EMPLOYEE than the coverage provided to EMPLOYEE under the plans providing such benefits at the time notice of termination was given to EMPLOYEE. The obligation of PETCO under this subsection shall be limited to the extent that EMPLOYEE obtains any such benefits pursuant to a subsequent employer's benefit plans, in which case PETCO may reduce the coverage of any benefits it is required to provide EMPLOYEE under this subsection, as long as the aggregate coverage of the combined benefit plans is no less favorable to EMPLOYEE, in terms of amounts and deductibles and costs to EMPLOYEE, than the coverage required to be provided under this subsection. This subsection shall not be interpreted so as to limit any benefits to which EMPLOYEE (or EMPLOYEE's dependents or beneficiaries) are entitled under any of PETCO's employee benefit plans, programs or practices following EMPLOYEE's date of termination of employment. The provision of continued benefits to receive EMPLOYEE under this subsection shall not deprive EMPLOYEE of any additional payments and Continued Benefits described in this Section 12independent statutory right to continue benefits coverage pursuant to sections 601 through 606 of the Employee Retirement Income Security Act of 1974, as amended; and
(iii3) On the vesting applicable to all Equity Awards date of termination of employment, PETCO shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant pay EMPLOYEE an amount equal to the terms thereof.
(c) bonus, if any, EMPLOYEE would have received had EMPLOYEE remained in PETCO's employment during the Severance Period. For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by paragraph, the Company of your title (including your ceasing to have bonus is calculated as the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board greater of the Company); prorata bonus norm or actual bonus earned.
(B4) a material breach by The above provisions set forth the Company of any of minimum severance benefits and do not prohibit better severance benefits being offered that are consistent with the provisions contained acquiring company's policies and practices or industry practices at that time.
(5) Nothing in this Agreement, which, if capable of being cured, Retention Agreement is not cured by meant to prohibit an employee from continuing to contribute to his or her 401(k) plan during the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentSeverance Period.
Appears in 2 contracts
Sources: Retention Agreement (Petco Animal Supplies Inc), Retention Agreement (Petco Animal Supplies Inc)
Severance. (a) In the event that at any time a. If your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (each as defined described below)) at any time on or after a Qualified Financing, then:
subject to the terms hereunder, the Company will provide you with the following: (i) after a Qualified Financing, but prior to the Company shall closing of one of more financing in excess of $5,000,000 (“Institutional Financing”), an amount equal to your monthly base pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect (calculated at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following three (3) months; and (ii) after an Institutional Financing, an amount equal to your monthly base pay (calculated at the date time of termination termination) for a period of six (6) months (collectively, the “Severance Payment”). Each Severance Payment shall be paid in accordance with the Company’s ordinary usual payroll practice;practices, minus customary deductions for federal and state taxes and the like.
(iii) b. To receive the Severance Payment provided above, you must deliver to the extent permitted by applicable healthcare laws Company a separation agreement and provided that you make a timely election to continue coverage, general release of claims in the form the Company provides to terminated employees which is reasonably acceptable to you (which shall pay directly include, without limitation, releasing all releasable claims other than to accrued but unpaid salary and bonus, accrued but unpaid vacation, business expenses, rights under benefit plans (except those that continue by law), any rights to indemnification and contribution, your rights above under Performance Equity, and setting forth reasonable obligations to cooperate with the insurance provider the premium for COBRA continuation coverage for the you Company) which agreement and the your dependents, less the amount payable by an active employee for release must become irrevocable within 60 days (or such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to earlier date as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(ivrelease provides) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, your termination of employment. The Severance Payment shall commence in the first regular payroll beginning after which time the Options shall expirerelease becomes effective; provided, however, that no such Option shall be exercisable after if the expiration last day of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to 60 day period for an effective release falls in the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or calendar year following the duration of post-termination of service exercise periods, following any termination year of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at severance payments will be paid or begin no earlier than January 1 of such subsequent calendar year.
c. For purposes of this Agreement, “Cause” shall mean: (i) your conviction of, or the time entry of terminationa pleading of guilty or nolo contendre by you to, accrued but unused vacationany crime involving moral turpitude or any felony, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled your material dishonesty, gross negligence or misconduct in the performance of your duties to receive any additional payments and Continued Benefits described the Company which has resulted or is likely to result in this Section 12; and
material damage to the Company, (iii) the vesting applicable commission by you of an act of fraud or embezzlement against the Company, (iv) your failure to all Equity Awards shall cease immediately follow reasonable and lawful written instructions or policies of the Company or as directed by the Board of Directors of the Company, if such failure causes material damage to the Company, or (v) a material breach by you of any material provision of the terms of this Agreement, the Proprietary Information and Invention Assignment Agreement between you and the Company, or any other written agreement between you shall have a period of 90 days and the Company, if such breach causes material damage to exercise any and all vested Equity Awards, after which time all Equity Awards shall expirethe Company; provided, however, that no such Equity Award Cause under subsections (iv) and (v) hereof shall be exercisable deemed to exist only where such breach is not cured within 30 days after the expiration of its maximum term pursuant delivery to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution you by the Company of your title (including your ceasing to have the title written notice of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report such breach. With respect to any person(s) other than such determination, the Board of the Company); (B) Directors will act fairly and in good faith and will give you an opportunity to appear and be heard at a material breach by the Company of any meeting of the provisions contained in this Agreement, which, if capable Board of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of Directors and present evidence on your principal place of employment more than 50 miles without your consentbehalf.
Appears in 2 contracts
Sources: Employment Agreement (Kindara, Inc.), Employment Agreement (Kindara, Inc.)
Severance. (a) In the event that at any time your employment a. If Executive’s Company Employment is involuntarily terminated by the Company without Cause (as defined in the Plan)Cause, or by you if Executive resigns for Good Reason (as defined below)Reason, thenExecutive shall be entitled to the following:
(i) i. Salary Continuation during the Company shall pay your accrued but unpaid Base Salary through the date Continuation Period.
ii. Continuation of terminationhealth, dental and vision coverage for Executive, his spouse and his dependents, as applicable, at the applicable active employee rate in effect at (which shall be withheld, as applicable, from payments of Executive’s Salary Continuation) until the time end of terminationthe pay period that includes the last day of the Salary Continuation Period, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred on the same terms as they were provided immediately prior to the date Date of termination;
(ii) Termination, subject to the Company shall Company’s ability to continue to pay your Base make these payments without incurring discrimination penalties under the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, and all applicable regulations and guidance thereunder. Any such coverage provided during the Salary at Continuation Period shall not run concurrently with the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a applicable continuation period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
provisions of the Consolidated Omnibus Budget Reconciliation Act (iii) “COBRA”). If Executive becomes eligible to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageparticipate in another medical or dental benefit plan or arrangement through another employer or spousal plan during such period, the Company shall no longer pay directly for continuation coverage benefits and Executive shall be required to pay the full COBRA premium. Executive is required to notify the Company within thirty (30) days of obtaining other medical or dental benefits coverage. Any coverage provided under this Section 2(a)(ii) shall be subject to such amendments (including termination) of the coverage available to active participants as the Company shall make from time to time at its sole discretion, including but not limited to changes in covered expenses, employee contributions for premiums, and co-payment obligations, and shall be, to the insurance provider fullest extent permitted by law, secondary to any other coverage Executive may obtain from subsequent employment or any other source.
iii. Reasonable outplacement services, mutually agreed upon by the premium for COBRA continuation coverage for Company and Executive from those vendors used by Company as of the you and the your dependents, less the amount payable by an active employee for such coverageDate of Termination, for a period of 180 days up to twelve (12) months or until he obtains new employmentsubsequent employment is obtained, whichever comes first (occurs first.
iv. Notwithstanding any limitation on the payment of benefits upon termination of employment that may be provided for under its vacation pay policy, Company shall provide Executive a lump sum payment, promptly after the expiration of the revocation period set forth in Appendix B, of the unused vacation pay benefits which Executive had been granted prior to the Date of Termination to the maximum extent permitted pursuant to Section 409A of the Code. Executive shall not be entitled to continuation of compensation or benefits if Executive’s employment terminates for any other reason, including due to death or Disability, except as may be provided under any other agreement or benefit plan applicable to Executive at the time of the termination of Executive’s employment. Executive shall also not be entitled to Salary Continuation or any of the other benefits above if Executive does not meet all of the other requirements under, or otherwise violates the terms of, this Agreement, including the requirements under Section 8. Except as provided in this Section 12(a)(iii2, all other compensation and benefits shall terminate as of the Date of Termination.
b. Subject to subsection (c), Company shall pay Executive’s Salary Continuation due under Section 2(a)(i) in substantially equal installments on each regular salary payroll date for the Salary Continuation Period, except as otherwise provided in this Agreement. Salary Continuation payments shall be referred subject to withholdings for federal and state income taxes, FICA, Medicare and other legally required or authorized deductions. For the avoidance of doubt, Salary Continuation shall not be reduced by any fees, salary or wages that Executive earns from a subsequent employer (including those arising from self-employment) during the Salary Continuation Period, nor shall Executive be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement to mitigate Salary Continuation. However, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with Section 7) by the deadline specified therein, or revokes such General Release and Waiver, Salary Continuation payments shall terminate and forever lapse, and Executive shall be required immediately to reimburse the Company for any portion of the Salary Continuation paid during the Salary Continuation Period. To the extent such Salary Continuation was paid in a calendar year prior to the calendar year in which such reimbursement is received by the Company, the reimbursement shall be in the gross amount of such Salary Continuation on a pre-tax-withholding basis. To the extent such Salary Continuation was paid in the same calendar year as the “Continued Benefits”). Notwithstanding reimbursement is received by the foregoingCompany, the reimbursement shall be in the net amount of such Salary Continuation on an after-tax-withholding basis. In the event such reimbursement is required with respect to Salary Continuation payments that applicable healthcare laws do not permit continuation of coverageare reported on a Form W-2 for Executive, then Executive shall be solely responsible for claiming any related tax deduction, and the Company shall reimburse you for not be required to issue a corrected Form W-2.
c. Notwithstanding anything in this Section 2 to the costs of obtaining coverage in an amount not contrary, if the Salary Continuation payable to Executive during the first six (6) months after Executive’s Separation from Service would exceed the coverage amounts paid or payable by you immediately prior to Section 409A Threshold and if, as of the date of termination; and
the Separation from Service, Executive is a Specified Employee, then payment shall be made to Executive on each regular salary payroll date during the six (iv6) months of the Salary Continuation Period until the aggregate amount received equals the Section 409A Threshold. Any portion of the Salary Continuation in excess of the Section 409A Threshold that would otherwise be paid during such six (A6) all unvested Restricted Stockmonths, Options, Option Shares and any other Company equity compensation awards portion of the Salary Continuation that is otherwise subject to Section 409A and is required to be deferred during such six (collectively6) months, “Equity Awards”shall instead be paid to Executive in a lump sum payment on the date that is six (6) you then hold shall immediately vest in full, months and one (B1) all Options will remain exercisable for a period of 90 calendar days following day after the date of Executive’s Separation from Service.
d. If any of the payments or benefits received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise) constitute “parachute payments” within the meaning of Section 280G of the Code and would, but for this paragraph, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such termination, after which time payments shall be reduced by the Options shall expireminimum possible amounts until no amount payable to Executive will be subject to the Excise Tax; provided, however, that no such Option reduction shall be exercisable made if the net after-tax payment (after taking into account federal, state, local or other income, employment and excise taxes) to which Executive would otherwise be entitled without such reduction would be greater than the expiration net after-tax payment (after taking into account federal, state, local or other income, employment and excise taxes) to Executive resulting from the receipt of its maximum termsuch payments with such reduction. In order to give effect applying any such reduction, to the foregoing provisionextent any such payments may be subject to Code Section 409A, notwithstanding anything the reduction shall first be applied to any payments of Salary Continuation on a pro rata basis, and next to the contrary set forth remaining payments on a pro rata basis in any agreement governing proportion to the amount of such payments that are considered “contingent on a change in ownership or control” within the meaning of Section 280G of the Code. All calculations and determinations under this subsection (d) shall be made by an equity award regarding immediate forfeiture of unvested shares upon termination of service independent accounting firm or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated independent tax counsel appointed by the Company for Cause, or by you other than for Good Reason, then:
(i) whose determinations shall be conclusive and binding on the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period Executive for all purposes. All fees and expenses of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award the accounting firm or tax counsel shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution borne solely by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of shall be paid by the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Executive Severance Agreement (Lands' End, Inc.), Executive Severance Agreement (Lands' End, Inc.)
Severance. (a) In the event that at any time your employment Employee is terminated by subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) months (if Employee is a SVP)] [eighteen months (18) (if Employee is the Company without Cause (as defined in CEO)] after the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the effective date of terminationthe termination (for purposes of this Section 2(b)[(i)][(ii)], at the rate in effect at “Severance Period”) equal to the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred base salary which Employee was receiving immediately prior to the date of termination;
(ii) Other Involuntary Termination, which payments shall be paid during the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination Severance Period in accordance with the Company’s ordinary standard payroll practice;
practices; and (iiiB) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the extent permitted by Other Involuntary Termination pursuant to the terms of COBRA or other applicable healthcare laws law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law. The benefits to be provided under Section 2(b)(i)[ and provided that you make a timely election 2(b)(ii)] shall be paid or commence to continue coverage, be paid on the sixtieth (60th) day following Employee’s termination of employment (subject to Employee’s release of claims against the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided as set forth in this Section 12(a)(iii1(a)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that applicable healthcare laws do not permit continuation the provision of coverage, then subsidized COBRA benefits to Employee could cause the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion become subject to such equity award before 90 days following such termination.
(b) In excise tax as a result of the event that your employment is terminated Patient Protection and Affordable Care Act, as amended by the Company for CauseHealthcare Reform Act, or by you other than for Good Reason, then:
(i) the Company shall pay your Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued but unpaid Base Salary through as of the date of termination, at the rate Employee’s termination of employment and up to three (3) months of outplacement services not to exceed $5,000 per month (with a provider and in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution program selected by the Company Company, provided Employee commences such services within ninety (90) days of your title (including your ceasing to have the title of President and CEOEmployee’s Other Involuntary Termination date), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Management Continuity Agreement (Assertio Holdings, Inc.), Management Continuity Agreement (Depomed Inc)
Severance. In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply:
(a) In If there is a Termination (as herein defined) of the event that Employee’s employment with the Company at any time your employment is terminated by within twelve (12) months after the Company without Cause occurrence of a Change of Control (as defined in the Planherein defined), or by you for Good Reason (as defined below), then:
such Employee shall be entitled to receive a lump-sum severance payment equal to (i) the Company shall pay your accrued but unpaid Base Salary through the date one hundred percent (100%) of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
such employee’s then current salary plus (ii) the Company shall continue amount of such employee’s most recently paid regular bonus (excluding special bonuses) attributable to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Companyfull calendar year’s ordinary payroll practice;
(iii) service to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageCompany (or, if higher, the Company shall pay directly amount of the bonus attributable to a calendar year’s service which was paid to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Employee immediately prior to the Change of Control). All outstanding Stock Options granted to the Employee which are not vested and exercisable as of the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares Termination shall become vested and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold exercisable as of such date and shall immediately vest in full, and (B) all Options will remain exercisable for a the periods prescribed in the Stock Option Plan. The Employee, such Employee’s spouse and eligible dependents will continue to be provided with medical and dental benefits for the twelve (12)-month period following such Employee’s Termination on the same basis as provided to active employees of 90 calendar days following the date Company. Following such twelve (12)-month period, the Employee, such Employee’s spouse and eligible dependents will begin eligibility for continuation of such terminationmedical and dental coverage in accordance with Section 4980B of the Internal Revenue Code of 1986, after which time as amended (the Options “Code”). The Employee shall expire; provided, however, that have no such Option duty to mitigate damages by seeking other employment. The Company shall be exercisable after the expiration of its maximum term. In order have no right to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate offset hereunder with respect to any vested compensation or unvested portion subject benefits received by the Employee from or in connection with any employment subsequent to such equity award before 90 days following such terminationEmployee’s Termination of employment with the Company.
(b) In If the event that your Employee voluntarily terminates employment is terminated by with the Company for Cause, or by you any reason other than for “Good Reason” (as herein defined) during the twelve (12)-month period following a Change of Control as described in Section 2(a) below, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall Employee will not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) severance payment or acceleration of the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentunvested Stock Options.
Appears in 2 contracts
Sources: Employment Agreement (Dice Holdings, Inc.), Employment Agreement (Dice Holdings, Inc.)
Severance. (a) In the event that at any time your employment is If you are terminated by the Company without Cause (as defined below) absent a Change in Control (as defined in the Grace Therapeutics, Inc. 2024 Equity Incentive Plan) of the Company, you will receive (i) your accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by you payable in accordance with the “Expense Reimbursement” section above through the date of termination, and (iii) benefits owed to you under any qualified retirement plan or health and welfare benefit plan in which you were a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”) and, provided that you execute and deliver to the Company within sixty (60) days of your termination a general release of claims in a form acceptable to the Company, and do not revoke the same, the Company shall pay you (i) a continuation of your base salary then in effect for six (6) months, payable beginning on the first regular payroll date following the effective date of the release; provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and (ii) if you timely elect continued coverage under the Company’s health and welfare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder (“COBRA”), then the Company will pay or reimburse your premiums for the six (6) months of such coverage on terms no less favorable than those terms in effect as of the date of this Amendment No. 1 (provided that such COBRA payment or reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you are eligible for coverage under another employer’s health plan) payable beginning on the first regular payroll date following the effective date of the release; provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Any unvested and outstanding equity awards shall be forfeited upon a termination by the Company without Cause absent a Change in Control of the Company. If you are terminated by the Company without Cause or you resign for Good Reason (as defined below), then:
) in connection with or within twelve (i12) months following a Change in Control of the Company shall pay your accrued but unpaid Base Salary through you will receive the date of terminationAccrued Obligations and, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make execute and deliver to the Company within sixty (60) days of your termination or resignation, as the case may be, a timely election general release of claims in a form acceptable to continue coveragethe Company, and do not revoke the same, the Company shall pay directly you (i) a cash payment equal to six (6) months of your base salary plus target bonus then in effect, net of deductions and tax withholdings, as applicable, payable beginning on the insurance provider first regular payroll date following the premium for COBRA continuation effective date of the release; provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and (ii) if you timely elect continued coverage for under the you Company’s health and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred welfare plans pursuant to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverageCOBRA, then the Company shall will pay or reimburse you your premiums for the costs six (6) months of obtaining such coverage on terms no less favorable than those terms in an amount not to exceed the coverage amounts paid or payable by you immediately prior to effect as of the date of terminationthis Amendment No. 1 (provided that such COBRA payment or reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you are eligible for coverage under another employer’s health plan) payable beginning on the first regular payroll date following the effective date of the release; and
provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Any unvested and outstanding equity awards shall be fully vested and exercisable upon such termination or resignation, as the case may be, in connection with or within twelve (iv12) (A) all unvested Restricted Stock, Options, Option Shares and months following a Change in Control of the Company. You are not entitled to any other Company equity compensation awards (collectivelywages, “Equity Awards”) you then hold shall immediately vest in fullcommissions, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such terminationvacation pay, after which time the Options shall expire; providedsick pay, howeverbonuses, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provisionbenefits, notwithstanding anything to the contrary severance or other compensation, other than as expressly set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares this Amendment No. 1 upon a termination of service without Cause or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than resignation for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Amendment to Letter Agreement (Grace Therapeutics, Inc.), Letter Agreement (Grace Therapeutics, Inc.)
Severance. In the event that, prior to the end of the Specified Period, (a) In the event that at any time Succession Plan does not occur in accordance with the Merger Agreement and you resign in accordance with the notice and timing procedures for Constructive Discharge in your Employment Agreement or (b) you experience a termination of your employment is terminated by the Company without Cause (as defined in the Plan), your Employment Agreement) or by you for Good Reason reason of Constructive Discharge (as defined in your Employment Agreement, but subject to the section entitled “Waiver of Constructive Discharge” below) (each such termination of employment in clauses (a) and (b), then:
a “Qualifying Termination”), you will be entitled to receive (i) the Company shall pay your any annual bonus or long-term incentive award earned or accrued but unpaid Base Salary through the date of terminationfor a prior performance period that has not yet been paid, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue greater of (A) an amount equal to the sum of (x) your then applicable base salary through the remainder of the Specified Period and (y) annual performance bonuses (based on your then most recent annual performance bonus) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to the sum of your then applicable annual base salary and then most recent annual performance bonus, (iii) payment for the value of the contributions that would have been made to you or for your benefit under all applicable retirement and other employee benefit plans had your employment continued through December 31 of the year in which your termination of employment occurs and (iv) continuing coverage under all existing life, health and disability programs for one year following your termination date. In the event you experience a termination of employment due to your death or disability (as described in your Employment Agreement), you will be entitled to receive the amounts specified in (i), (ii)(B), (iii) and (iv). All amounts under this section will be payable in equal bi-weekly installments commencing on the first regular pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days date immediately following the date on which the Release Requirements are satisfied, for the greater of the remainder of the Specified Period or 12 months. In order to satisfy the “Release Requirements”, you must: (1) execute and deliver to the Corporation a separation agreement which includes a release of all claims in such form as requested by the Corporation within 22 days following your termination date (or any such longer period if required by applicable law and communicated to you) and do not revoke the release during the seven-day period following the execution date (or any such longer period if required by applicable law and communicated to you) and (2) remain in compliance with the restrictive covenants described in the section entitled “Non-Competition” below. Amounts under this letter agreement that are conditioned on the satisfaction of the Release Requirements will be paid or will commence, if at all, in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws terms of this letter agreement but in no event later than 75 days following your termination date and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for only if such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately Release Requirements have been satisfied prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum termdate. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated the 29-day period (or any such longer period if required by the Company for Cause, or by you other than for Good Reason, then:
(iapplicable law and communicated to you) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards Release Requirements begins in one calendar year and ends in a second calendar year, any payment that is conditioned on the satisfaction of the Release Requirements shall cease immediately and commence in the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) second calendar year. For purposes of Code Section 409A, each payment made under this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) letter agreement will be treated as a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentseparate payment.
Appears in 2 contracts
Sources: Employment Agreement (Crossfirst Bankshares, Inc.), Employment Agreement (First Busey Corp /Nv/)
Severance. (a1) In Executive will receive a lump sum severance payment equal to twelve (12) months’ of Executive’s Base Salary, less all required tax withholdings and other applicable deductions, which will be paid no later than the event that Release Deadline;
(2) Executive will be entitled to receive any Cash Bonus earned with respect to the immediately preceding fiscal year, which remains unpaid on the termination date;
(3) If Executive elects continuation coverage pursuant to the COBRA for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at any time your employment is terminated the Company’s sole expense (at the coverage levels in effect immediately prior to Executive’s termination or resignation) until the earliest of (I) the end of the period referenced in sub-clause (1) of this Section 3(b)(ii), (II) the maximum period of continuation coverage required under COBRA, or (III) the date upon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, if applicable, will be made by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance Executive consistent with the Company’s ordinary payroll practicenormal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or the Company under either Code Section 105(h) or the Patient Protection and Affordable Care Act of 2010;
(iii4) Executive will receive a lump sum severance payment equal to Executive’s Cash Bonus (calculated based on deemed achievement of the extent permitted by Performance Goals applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependentsthereto at target levels), less all required tax withholdings and other applicable deductions, which will be paid no later than the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; andRelease Deadline;
(iv5) (A) All of the then unvested shares subject to all unvested Restricted Stock, Options, Option Shares time-based stock options and any other Company equity compensation time-based equity-based awards (collectively, “Equity Awards”) you then hold shall held by Executive will immediately vest in fulland, and (B) all Options will remain if applicable, become exercisable for a period of 90 calendar days following upon the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion otherwise remain subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12their terms; and
(iii6) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report With respect to any person(s) other than unvested shares subject to an equity award held by Executive that is subject to performance-based vesting, the Board of the Company); (B) a material breach by the Company of any of treatment with respect to each such equity award will be subject to, and governed by, the provisions contained set forth in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentaward agreement evidencing each such equity award.
Appears in 2 contracts
Sources: Severance and Change in Control Agreement (SOC Telemed, Inc.), Severance and Change in Control Agreement (SOC Telemed, Inc.)
Severance. (a1) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan)Executive will receive continuing payments of severance pay, or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination paid in accordance with the Company’s ordinary regular payroll practiceprocedures, at a rate equal to Executive’s Base Salary as then in effect for period of six (6) months following the date of termination and, for the avoidance of doubt, the payments will be less all required tax withholdings and other applicable deductions, and will be paid in accordance with the Company’s regular payroll procedures commencing on the Company’s next regularly scheduled payroll date following the Release Deadline (as defined in Section 4(a)), provided that the first payment shall include any amounts that would have been paid to Executive if payment had commenced on the date of Executive’s separation from service;
(iii2) Executive will receive a lump sum severance payment equal to the extent permitted by applicable healthcare laws and provided cash incentive compensation bonus (the “Cash Bonus”) that you make a timely election Executive would have been entitled to continue coveragereceive in respect of the fiscal year in which Executive’s termination of employment occurs, had Executive continued in employment until the Company shall pay directly end of such fiscal year, determined based on actual performance for such year relative to the insurance provider performance goals applicable to Executive and pro-rated to the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for number of days in such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately fiscal year prior to Executive’s termination of employment and paid at the date of terminationtime comparable bonuses are payable to other service providers; and
(iv3) If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity AwardsCOBRA”) you then hold shall for Executive and Executive’s eligible dependents, within the time period prescribed pursuant to COBRA, Executive will be eligible for continued coverage under the medical plans of the Company, through reimbursement or direct remittance of COBRA premiums, in the Company’s sole discretion, at the Company’s sole expense (at the coverage levels in effect immediately vest in fullprior to Executive’s termination or resignation) until the earliest of (I) the end of the period during which Executive is receiving continuing payments of Base Salary under sub-clause (1) of this Section 3(a)(ii), and (BII) all Options will remain exercisable for a the maximum period of 90 calendar days following continuation coverage required under COBRA, or (III) the date of such terminationupon which Executive and/or Executive’s eligible dependents become covered under similar plans. COBRA reimbursements, after which time the Options shall expire; providedif applicable, however, that no such Option shall will be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated made by the Company for Cause, to Executive consistent with the Company’s normal expense reimbursement policy and will be taxable to the extent required to avoid adverse consequences to Executive or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through under either Code Section 105(h) or the date Patient Protection and Affordable Care Act of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof2010.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Severance and Change in Control Agreement (SOC Telemed, Inc.), Severance and Change in Control Agreement (SOC Telemed, Inc.)
Severance. In lieu of any severance pay or severance benefits otherwise payable to the Employee under any plan, policy, program or arrangement of the Company or its subsidiaries, the following shall apply:
a. Subject to Section 3(d), if there is a Termination (aas herein defined) In the event that at any time your employment is terminated (but excluding by the Company without Cause Employee for Good Reason) other than during the Change of Control Period (as defined in the Planherein defined), or by you the Employee shall be entitled to receive (i) a lump-sum severance payment equal to nine-months of his then-current annual base salary, and (ii) his Annual Bonus with respect to any completed year for Good Reason (as defined belowwhich the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year.
b. Subject to Section 3(d), if there is a Termination of the Employee’s employment with the Company during the Change of Control Period, the Employee shall be entitled to receive (i) a lump-sum severance payment equal to (A) one hundred percent (100%) of his then current annual salary plus (B) the amount of his then:-current bonus target (or, if higher, the amount of any Annual Bonus paid in respect of the calendar year prior to the calendar year of termination of employment), (ii) his Annual Bonus with respect to any completed year for which the Employee has not yet been paid, based on actual performance, paid at the time that executives are generally paid their annual bonuses for the applicable bonus year but in any event no later than March 15 of the calendar year following the last day of such completed year and (iii) accelerated vesting, effective upon such Termination, with respect to 100% of his outstanding equity-based awards (if any): provided, that vesting of any performance-based awards shall be governed by and determined in accordance with the applicable governing documents.
c. Subject to Section 3(d), following a Termination, the Employee shall be reimbursed for the cost of health insurance continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), in excess of the cost of such benefits that active employees of the Company are required to pay, for a period of twelve (12) months (or until the Employee obtains individual or family coverage through alternative coverage, if earlier) (the “COBRA Period”), provided that the Employee elects COBRA coverage and subject to the conditions that: (i) the Employee is responsible for promptly notifying the Company shall pay your accrued but unpaid Base Salary through if the date of terminationEmployee obtains alternative insurance coverage, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Employee will be responsible for the entire COBRA premium amount after the end of the COBRA Period; (iii) if the Employee declines COBRA coverage, then the Company shall continue not make any alternative payment to the Employee in lieu of paying for COBRA premiums, and (iv) such COBRA reimbursement payments shall be paid on an after tax basis as additional taxable compensation to the Employee.
d. The severance pay your Base Salary at and severance benefits described in the rate foregoing provisions of this Section 3 are expressly conditioned upon the Employee’s execution and delivery of the Company’s customary general waiver and release of claims in effect at favor of the time of termination (without regard to any reduction Company and its affiliates, that has become effective and irrevocable in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 accordance with its terms within 60 days following the date of termination of employment. All payments (including any payments that would have been made between the date of termination of employment and the effective date of such release but excluding any payments in respect of equity awards) shall be made as soon as practicable but in any event within 10 days following the effective date of such release; provided that if such 60-day period spans two calendar years, in no event will any payments or benefits that constitute “deferred compensation” within the meaning of Section 409A (“Section 409A”) of the Internal Revenue Code of 1986, as amended from time to time (the “Code”), be paid prior to the first day of such second calendar year. Any payments in respect of the settlement of equity awards (including equity awards that vested in accordance with this Section 3) shall be made in accordance with the Companyagreements governing such grants.
e. Upon termination of the Employee’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws employment for any reason, this Agreement shall terminate and provided that you make a timely election to continue coverage, the Company shall pay directly not have any obligation to provide any compensation or benefits to the insurance provider Employee except as specifically contemplated herein. Upon termination of the premium Employee’s employment for COBRA continuation coverage for any reason, whether voluntarily or involuntarily, the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) Employee shall be referred deemed to have resigned from all positions, directorships, and memberships held with the Company or any of its affiliates, whether as an employee, officer, director, trustee, consultant, or otherwise, and such resignations shall be effective upon such termination of employment without any other action required by the “Continued Benefits”)Employee. Notwithstanding The Employee hereby agrees to execute all documentation reasonably requested by the Company to effectuate the foregoing, in or otherwise authorizes the event that applicable healthcare laws do not permit continuation officers of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) execute all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationdocumentation on his/her behalf.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Employment Agreement (Dhi Group, Inc.), Employment Agreement (Dhi Group, Inc.)
Severance. (a) In Although nothing in this Section 4 shall be construed to alter the event that at any time your at-will nature of employment as set forth in Section 1 above, if Executive is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation resigns for Good Reason) , Executive will be paid a lump sum amount equal to two times Executive’s then-current annual salary (the “Salary Severance”), in addition to all other accrued entitlements such as unpaid salary and accrued vacation, if any. If Executive is terminated by the Company without Cause or resigns for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageGood Reason, the Company shall pay directly will also provide Executive with outplacement services for up to the insurance six months by a provider the premium selected and paid for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed $20,000; Executive shall not be entitled to cash in lieu of outplacement services. If Executive is terminated by the coverage amounts Company without Cause, resigns for Good Reason, retires, dies, or resigns as a result of a disability, Executive will be entitled to receive a pro rata bonus payment (based on the actual performance of the Company over the entire year), at such time bonuses are paid or payable by you immediately prior to the date Company’s senior executives generally, based on the number of termination; and
months worked in the applicable fiscal year of the Company (iv) (A) all unvested Restricted Stockthe “Bonus Severance”). Executive will have no duty to mitigate. As a precondition to the Company’s obligation to pay Executive severance of two years of salary and a pro rata bonus, Options, Option Shares Executive agrees to execute and any other deliver to the Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest a fully effective general release in full, and (B) all Options will remain exercisable for a period of 90 calendar the form attached to this Agreement as Attachment A within 30 days following the date Executive’s employment with the Company terminates. Company shall pay Executive the Salary Severance on the date which is the later of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable ten days after the expiration date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its terms), subject to Section 21, and the Company shall pay the Bonus Severance on the date which is the later of ten days after the date on which it receives the signed release (so long as such release has become effective and irrevocable in accordance with its maximum termterms) or the date on which Company pays bonuses to Company’s senior executives generally for the applicable year (such date to be in the calendar year following the year in which the separation from service occurs), subject to Section 21. In order Executive understands and agrees that Executive shall not be entitled to give effect to the foregoing provision, notwithstanding anything to the contrary any other severance benefit not set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon this Section 4, and accordingly Executive expressly acknowledges that the Company will not be obligated to make 401(k) contributions following the termination of service or the duration of post-termination of service exercise periods, following any termination of your Executive’s employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment Executive is qualified for and elects COBRA coverage under the Company’s health plans after a termination without Cause or a resignation for Good Reason, the Company will continue to pay its share of the cost of premiums under such plans until Executive is reemployed, or for a period of two years, whichever occurs first, payable in accordance with the Company’s normal benefit practices. Upon a termination for Cause and upon a resignation without Good Reason (other than due to death, disability or retirement), except as set forth in Section 4(a) above and/or one or more separate written agreements between Company and Executive, all unearned compensation, benefits and unvested options shall be forfeited.
(c) Notwithstanding the terms of any stock incentive plan of the Company or stock option or stock appreciation right agreement to which Executive is a party, if Executive is terminated by the Company for Cause, without Cause or by you other than resigns for Good Reason, then:and on the effective date of such termination Executive is subject to a “trading blackout” or “quiet period” with respect to the Company’s common shares or if the Company determines, upon the advice of legal counsel, that on the effective date of such termination Executive may not to trade in the Company’s common shares due to Executive’s possession of material non-public information, in each case, which restriction or prohibition continues for a period of at least twenty consecutive calendar days, the Company hereby agrees that Executive shall be permitted to pay the exercise price and/or any tax withholding obligation payable in connection with the exercise of any of Executive’s then outstanding and exercisable Company stock options and/or stock appreciation rights by either tendering common shares of the Company then owned by Executive and/or instructing the Company to withhold from the common shares otherwise issuable upon exercise such stock options and/or stock appreciation rights a number of common shares having a fair market value on the date of exercise equal to the exercise price and/or tax withholding obligation.
(d) For purposes of this Agreement, the Company shall have “Cause” to terminate Executive’s services in the event of any of the following acts or circumstances: (i) the Company shall pay your accrued but unpaid Base Salary through the date Executive’s conviction of termination, at the rate in effect at the time a felony or entering a plea of termination, accrued but unused vacation, and reimburse you for guilty or nolo contendere to any unreimbursed business expenses incurred prior to the date crime constituting a felony (other than a traffic violation or by reason of termination;
vicarious liability); (ii) you shall not be entitled Executive’s substantial and repeated failure to receive any additional payments and Continued Benefits described attempt to perform Executive’s lawful duties as contemplated in Section 2 of this Section 12Agreement, except during periods of physical or mental incapacity; and
(iii) Executive’s gross negligence or willful misconduct with respect to any material aspect of the vesting applicable business of the Company or any of its affiliates, which gross negligence or willful misconduct has a material and demonstrable adverse effect on the Company; (iv) Executive’s material violation of a Company policy resulting in a material and demonstrable adverse effect to all Equity Awards shall cease immediately the Company or an affiliate, including but not limited to a violation of the Company’s Code of Business Conduct and Ethics; or (v) any material breach of this Agreement or any material breach of any other written agreement between Executive and the you shall have a period Company’s affiliates governing Executive’s equity compensation arrangements (i.e., any agreement with respect to Executive’s stock, stock appreciation right and/or stock options of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expireof the Company’s affiliates); provided, however, that no Executive shall not be deemed to have been terminated for Cause in the case of clause (ii), (iii), (iv) or (v) above, unless any such Equity Award shall be exercisable after breach is not fully corrected prior to the expiration of the thirty (30) calendar day period following delivery to Executive of the Company’s written notice of its maximum term pursuant intention to terminate his employment for Cause describing the terms thereofbasis therefore in reasonable detail.
(ce) For purposes of this Agreement: Executive will be deemed to have a “Good Reason” shall mean if Executive terminates his employment because of (Ai) any a material diminution of Executive’s duties as Chief Operating Officer, (ii) the failure by any successor of the Company to assume in writing the Company’s obligations under this Agreement, (iii) the breach by the Company in any respect of any of its obligations under this Agreement, and, in any such case (but only if correction or cure is possible), the failure by the Company to correct or cure the circumstance or breach on which such resignation is based within 30 days after receiving notice from Executive describing such circumstance or breach in reasonable detail, (iv) the relocation of Executive’s primary office location of more than 50 miles that places the primary office farther from Executive’s residence than it was before, or (v) the imposition by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any a requirement that you Executive report to any person(s) a person other than the Board Chief Executive Officer of the Company); (B) Company or the Chairman of the Board. Executive shall not have a material breach by Good Reason to resign if the Company suspends Executive due to an indictment of any of the provisions contained in this AgreementExecutive on felony charges, which, if capable of being cured, is not cured by provided that the Company within 30 days continues to pay Executive’s salary and benefits. No Salary Severance is payable after written notice thereof by you Executive turns age 65, regardless of whether Executive has a Good Reason for resignation and regardless whether the Company has Cause to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentterminate Executive.
Appears in 2 contracts
Sources: Employment Agreement (Herbalife Ltd.), Employment Agreement (Herbalife Ltd.)
Severance. In exchange for Executive’s agreement to be bound by the terms of this Release, including, but not limited to, the release of claims in Section 3, Executive shall be entitled to receive the following, which shall be the exclusive severance benefits to which Executive is entitled, unless Executive has materially breached the provisions of this Release, in which case the last sentence of Section 4 shall apply:
(ai) In A cash payment equal to $260,000, representing Executive’s annual base salary as in effect immediately prior to the event Termination Date, payable in a lump sum within ten (10) days following the Effective Date;
(ii) For the period beginning on the Termination Date and ending on the date which is twelve (12) full months following the Termination Date (or, if earlier, the date on which the applicable continuation period under COBRA expires), the Company shall pay the monthly premium Executive would be required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company’s health plans as of the Termination Date such that at Executive’s premiums are the same as for active employees. Executive shall be solely responsible for all matters relating to his continuation of coverage pursuant to COBRA, including, without limitation, his election of such coverage and his timely payment of the employee portion of any time your employment is terminated COBRA premiums. Following the COBRA Coverage Period, the Executive will then be responsible for paying the full cost of continuation coverage under COBRA for the Executive and his eligible dependents should the Executive elect to continue coverage after such period;
(iii) On the Effective Date, the vesting and/or exercisability of each of Executive’s outstanding Stock Awards (as defined below) shall be automatically accelerated as to the number of Stock Awards that would vest over the twelve (12) month period following the Termination Date had Executive remained continuously employed by the Company without Cause during such period. In addition, in the event of a Change of Control (as defined in the Plan)Employment Agreement) on or before May 26, or by you for Good Reason (as defined below)2010, then:
(i) the Company vesting and/or exercisability of all of Executive’s Stock Awards shall pay your accrued but unpaid Base Salary through be automatically accelerated on the date of terminationthe Change of Control. Following the Termination Date, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company Executive’s vested Stock Awards shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination be exercisable by Executive in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, terms of the Company shall pay directly equity plan(s) and stock award agreements pursuant to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expirethey were granted; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event of a Change of Control on or before May 26, 2010, any portion of those Stock Awards granted to Executive on or after May 7, 2008 that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through become exercisable on the date of termination, at such Change pursuant to the rate in effect at second sentence of this Section 2(d)(iii) may be exercised by Executive (or Executive’s legal guardian or legal representative) until the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to date that is three (3) months after the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described the Change in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expireControl; provided, howeverfurther, that in no event shall any Stock Award remain exercisable beyond the original outside expiration date of such Equity Stock Award. Except as modified above, Executive’s Stock Awards shall continue to be governed by the terms and conditions of the Stock Award shall be exercisable after agreements and the expiration of its maximum term Company’s equity plan pursuant to the terms thereof.
(c) which such Stock Awards were granted. For purposes of this Agreement: Release, “Good ReasonStock Awards” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President means all stock options, stock appreciation rights, restricted stock and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) such other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you awards granted pursuant to the Company’s stock option and equity incentive award plans or agreements and any shares of stock issued upon exercise thereof; or (C) relocation of your principal place of employment more than 50 miles without your consent.and
Appears in 2 contracts
Sources: General Release of Claims (Zogenix, Inc.), General Release of Claims (Zogenix, Inc.)
Severance. (a) In the event that at any time of your termination of employment is terminated from the Company by reason of your death, Disability, voluntary resignation without Good Reason or by the Company without Cause (as defined in the Plan)for Cause, or by you for Good Reason (as defined below), then:
will be entitled to receive (i) the Company shall pay your accrued but any unpaid Base Salary through the date of termination, at (ii) except in the rate in effect at case of your termination by the time Company for Cause, any Annual Bonus earned but unpaid with respect to the fiscal year ending on or preceding the date of termination, accrued but unused vacation, and reimburse payable at the same time as it would have been paid provided you had not undergone a termination of employment; (iii) reimbursement in accordance with applicable Company policy for any unreimbursed business expenses incurred prior to through the date of termination;
; (iiiv) the Company shall continue to pay your Base Salary at the rate in effect at the any accrued but unused vacation time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
Company policy and (iiiv) all other payments, benefits or fringe benefits (excluding any severance or termination benefits) to the extent permitted by applicable healthcare laws and provided that which you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be entitled under the terms of any applicable compensation arrangement or benefit, equity or fringe benefit plan or program or grant or this Agreement (collectively, Sections 9(a)(i) through 9(a)(v) hereof shall be hereafter referred to as the “Continued Accrued Benefits”). Notwithstanding the foregoingIn addition, in the event that applicable healthcare laws do not permit continuation of coverage, then your termination of employment from the Company shall reimburse by reason of your death or Disability, you for will also be entitled to receive a pro rata Annual Bonus (based on the costs number of obtaining coverage days of employment in an amount not to exceed the coverage amounts calendar year in which such termination occurs) based on actual Company performance through the applicable performance period, payable the same time as the Annual Bonus would otherwise have been paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that provided there had been no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to employment during such equity award before 90 days following such terminationcalendar year (a “Pro Rata Bonus”).
(b) In the event that of your termination of employment is terminated from the Company by you for Good Reason or by the Company for Causewithout Cause (each, or by a “Qualifying Termination”) during the two (2)-year period following the Closing, you other than for Good Reason, then:
will be entitled to receive (i) the Company shall pay Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your accrued but unpaid Base Salary through base salary, at the rate then in effect on your date of termination, plus (y) your Target Bonus, payable in equal installments over the twelve-month period following your termination of employment in accordance with the Company’s payroll practices in effect on the date of your termination of employment, and (iii) a Pro Rata Bonus. Thereafter, in the event of your Qualifying Termination, you will receive severance benefits from the Company in accordance with the severance practices of the Company, but, in any event, a total amount no less than (i) the Accrued Benefits, (ii) an amount equal to one (1) times the sum of (x) your base salary, at the rate then in effect at the time on your date of termination, accrued but unused vacation, plus (y) your Target Bonus and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofPro Rata Bonus.
(c) For purposes Payment of all amounts described in this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) Section 9 other than the Board Accrued Benefits (the “Severance Payments”) shall only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company); Company in substantially the form of Exhibit B attached hereto. Such release shall be executed and delivered (Band no longer subject to revocation, if applicable) a material breach by within sixty (60) days following termination. To the Company extent payment of any amount of the provisions contained in this AgreementSeverance Payments constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Internal Revenue Code of 1986, whichas amended (the “Code”), if capable of being cured, is not cured by any such payment scheduled to occur during the Company within 30 first sixty (60) days after written notice thereof by you to following the Company; or (C) relocation of your principal place termination of employment more than 50 miles without your consentshall not be paid until the sixtieth (60th) day following such termination of employment and shall include payment of any amount that was otherwise scheduled to be paid prior thereto.
Appears in 2 contracts
Sources: Employment Agreement (Styron Canada ULC), Employment Agreement (Trinseo S.A.)
Severance. (a) In Employee shall be entitled to receive from the event Company severance benefits in the amount provided in subsection b. below, if in connection with a Change in Control or within one year after a Change in Control, Employee's employment with the Company is terminated; provided, however, that at Employee will not be entitled to any time your severance benefit if Employee's termination of employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of terminationfor Cause, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
or (ii) initiated by Employee for other than Good Reason. Notwithstanding any other provision of this Agreement, the consummation of a Transaction in itself shall not be deemed a termination of employment entitling Employee to severance benefits hereunder even if such event results in Employee being employed by a different entity which assumes the Company's obligations under this Agreement.
b) If Employee's services are terminated, entitling Employee to severance benefits pursuant to subsection a. above, Employee shall be entitled to the following benefits:
i) During the Severance Period, the Company shall continue to pay your Base Salary to Employee the annual base salary payable to Employee at the rate and according to the payment schedule in effect place immediately prior to the termination of employment, subject to federal and state withholding, FICA, FUTA and withholding for all other applicable taxes;
ii) During the Severance Period, the Company shall continue on behalf of Employee (and Employee's dependents and beneficiaries), life insurance, disability insurance, medical and dental benefits and any/all other benefits which were being provided to Employee at the time of termination (without regard of employment and the expense shall be allocated between the Company and Employee on the same basis as prior to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with of employment. The benefits provided pursuant to this subsection (ii) shall be no less favorable to Employee than the Company’s ordinary payroll practice;
coverage provided to Employee under the plans providing such benefits at the time notice of termination was given to Employee. The obligation of the Company under this subsection (iiiii) shall be limited to the extent permitted by applicable healthcare laws that Employee obtains any such benefits pursuant to a subsequent employee's benefit plans, in which case the Company may reduce the coverage of any benefit it is required to provide Employee under this subsection (ii) as long as the aggregate coverage of the combined benefit plans is no less favorable to Employee, in terms of amounts and deductibles and costs to Employee, than the coverage required to be provided that you make a timely election under this subsection (ii) as long as the aggregate coverage of the combined benefit plans is no less favorable to Employee, in terms of amounts and deductibles and costs to Employee, than the coverage required to be provided under this subsection (ii). This subsection (ii) shall not be interpreted so as to limit any benefits to which Employee (or Employee's dependents or beneficiaries) are entitled under any of the Company's employee benefit plans, programs or practices following Employee's date of termination of employment. The provision of continued benefits to Employee under this subsection (ii) shall not deprive Employee of any independent statutory right to continue coveragebenefits coverage pursuant to Sections 601 through 606 of the Employee Retirement Income Security Act of 1974, as amended; and
iii) On the date of termination of employment, the Company shall pay directly Employee an amount equal to the insurance provider bonus(es), if any, Employee would have received had Employee remained in the premium for COBRA continuation coverage Company's employment during the Severance Period, calculated using the targeted bonus rate established by the Company under any applicable employment agreement or in its bonus plan then in effect (or, if no rate was established for the you and period in question, the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you targeted bonus rate established for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(ivperiod) (A) and assuming that all unvested Restricted Stockperformance criteria would have been met, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option if the targeted bonus rate is based on performance over a period of time which ends after the Severance Period, then the amount paid to Employee under this subsection (iii) shall be exercisable after prorated based on the expiration number of its maximum term. In order to give effect to days Employee was employed by the foregoing provision, notwithstanding anything to Company during the contrary set forth applicable bonus period plus the number of days in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationSeverance Period.
(biv) In the event that your the Employee is employed under any employment agreement with the Company which also provides for severance payments upon termination of Employee's employment under certain circumstances, and if Employee is terminated entitled to receive severance payments and/or benefits thereunder, then the severance payments and/or benefits provided hereunder shall be reduced on a dollar-for-dollar basis by the Company for Cause, or by you other than for Good Reason, then:
(i) severance payments and/or benefits provided under the Company employment agreement; it being the intention of the parties hereto that the Employee shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not only be entitled to receive any additional "one" set of severance payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise benefits under any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofcircumstances.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: Retention Agreement (Golf Galaxy, Inc.), Retention Agreement (Golf Galaxy, Inc.)
Severance. (a) In the event that at any time your employment If Employee is asked to resign or is terminated as City Manager, then Employee shall be paid for any accrued, but unused, vacation and administrative leave, but not accrued sick leave. Subject to the provisions of California Government Code section 53260 and 53261, Employee shall also be eligible to receive two severance benefits: first, a cash payment equivalent to the sum of Employee’s then-current monthly base salary multiplied by six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of severance; and second, provided Employee timely elects COBRA coverage, reimbursement for Employee’s monthly COBRA-eligible health benefits, at then-current coverage levels, for six (6) months, with an additional one month for every full year of service thereafter up to a maximum of twelve (12) months of reimbursed COBRA coverage, and subject to Employee’s payment of the Company without Cause (as defined in the Plan), or by you 2% administrative fee. Eligibility for Good Reason (as defined below), then:
severance benefits is expressly conditioned upon Employee’s execution of (i) the Company shall pay your accrued but unpaid Base Salary through the date a waiver and release of terminationany and all of Employee’s claims against City, at the rate in effect at the time of terminationits Councilmembers, accrued but unused vacationofficers, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
employees, and (ii) a covenant not to sue any of those parties. The parties intend this provision to comply with California Government Code section 53260, which limits severance benefits to an amount equal to the Company shall continue Employee’s monthly salary multiplied by the number of months remaining on the unexpired term of the Agreement. The parties also intend this term to pay your Base Salary at comply with the rate in effect at the time provisions of termination (without regard to any reduction in Base Salary that served as the basis California Government Code section 53261, which limits health benefits, which may be continued for a resignation for Good Reason) for a period maximum number of 180 days following months remaining on the date unexpired term of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days Agreement or until he obtains new employment, Employee finds other employment (whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”occurs first). Notwithstanding the foregoing, The cash payment will be made in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary lump sum based on timing set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards waiver and release. All normal payroll taxes and withholdings as required by law shall terminate be made with respect to any vested or unvested portion subject amounts paid under this section. Employee expressly agrees to such equity award before 90 provide notice to the City within five (5) business days following such termination.
(b) In the event that your of accepting employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacationelsewhere, and reimburse you the City’s obligation to pay for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you further health benefits shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, terminate upon receiving notice that no Employee has accepted such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofalternative employment.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 2 contracts
Sources: City Manager Employment Agreement, City Manager Employment Agreement
Severance. (a) In the event that at any time If your employment is terminated by the Company without Cause (as defined in the Plan), or by if you resign for Good Reason and a Separation occurs, you will receive, less applicable tax withholdings: (as defined below)A) if such termination occurs subsequent the closing of the Series B Financing, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date twelve (12) months of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination salary continuation payments in accordance with the Company’s ordinary standard payroll practice;
procedures at your base salary as then in effect, to commence within 30 days after the Release Deadline (iiias defined below) and upon commencement, to be retroactive to the extent permitted by applicable healthcare laws date of your Separation and (ii) a pro-rata portion of your target annual bonus for the year in which your employment is terminated (pro-rated for the number of days you are employed during the annual bonus period in which your employment is terminated), payable in lump sum within 10 days following your date of termination and (B) if such termination occurs at any time after the commencement of your employment with the Company, (i) accelerated vesting equal to 50% of any outstanding option awards, restricted stock awards and equity awards and (ii) reimbursement for premiums paid for continued health benefits for you and your covered dependents under the Company’s health plans for twelve (12) months, payable when such premiums are due (provided that you make a timely election validly elect to continue coveragecoverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first as amended (the benefits provided in this Section 12(a)(iii“COBRA”)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse not be required to make salary continuation payments to you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to under this paragraph after the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) on which you then hold shall immediately vest in full, and (B) all Options will remain exercisable commence work for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order company whose primary business is (or your primary responsibilities to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationwill involve) solid state storage solutions.
(b) In the event that If your employment is terminated by the Company without Cause or if you resign for CauseGood Reason and a Separation occur, and such termination occurs in connection with, immediately prior to, or by within twelve (12) months following a Change in Control, then you other than for Good Reasonwill receive, then:
less applicable tax withholdings; (i) the Company shall pay twelve (12) months of your accrued but unpaid Base Salary through the base salary as then in effect, payable in lump within 5 days following your date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
; (ii) a lump sum payment equal to 100% of your target annual bonus for the year in which your employment is terminated, payable within 5 days of your termination date; (iii) accelerated vesting on one hundred percent (100%) of the shares subject to any outstanding option awards, restricted stock awards and equity awards; and (iv) reimbursement for premiums paid for continued health benefits for you and your covered dependents under the Company’s health plans for twelve (12) months, payable when such premiums are due (provided you validly elect to continue coverage under COBRA), Any benefit paid under this clause (b) shall be in lieu of, and not in addition to, the benefit contemplated in clause (a) above.
(c) You shall not be entitled to receive any additional payments and Continued Benefits described in under this Section 12; and
9 unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed the vesting applicable to Company’s standard form of general mutual release of all Equity Awards shall cease immediately claims that you may have against the Company or persons affiliated with the Company. You must execute and return the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after release on or before the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution date specified by the Company of your title (including your ceasing to have the title of President and CEO“Release Deadline”), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other . The Release Deadline will in no event be later than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 60 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.Separation,
Appears in 2 contracts
Sources: Employment Agreement (Violin Memory Inc), Employment Agreement (Violin Memory Inc)
Severance. In the event that, prior to the end of the Specified Period, (a) In the event that at any time Succession Plan does not occur in accordance with the Merger Agreement, and you resign in accordance with the notice and timing procedures for Constructive Termination in the Severance Plan or (b) you experience a termination of your employment is terminated by the Company without Cause (as defined in the Severance Plan), ) or by you for Good Reason as a result of a Constructive Termination (as defined in the Severance Plan, but subject to the section entitled “Waiver of Constructive Termination” below) (each such termination of employment in clauses (a) and (b), then:
a “Qualifying Termination”), you will be entitled to receive (i) the Company shall pay your any annual bonus or long-term incentive award earned or accrued but unpaid Base Salary through the date of terminationfor a prior performance period that has not yet been paid, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue greater of (A) an amount equal to pay the sum of (x) your Base Salary at then applicable base salary through the rate remainder of the Specified Period; and (y) annual bonuses (based on your target bonus for the year in which the Qualifying Termination occurs) that would have been earned or accrued during the remainder of the Specified Period and (B) an amount equal to two times the sum of your then applicable annual base salary and target annual bonus for the year in which the Qualifying Termination occurs, (iii) the employer portion of the COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s health, vision and dental plans in effect at as of the time termination date for 12 months and (iv) reimbursement of up to $25,000 of reasonable and well-documented expenses directly relating to outplacement counselling services obtained by you during the 18-month period following your termination date. The amounts in clauses (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reasonii) for a period of 180 days following the date of termination and (iii) will be payable ratably over six months, in accordance with the CompanyCorporation’s ordinary normal payroll practice;
practices, commencing with the payroll period immediately following the date on which the Release Requirements of Section 9(a) of the Severance Plan are satisfied. The reimbursements in clause (iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)iv) shall be referred made as soon as practicable after submission of appropriate expense reports with the Corporation, but in no event later than the end of the taxable year following the year in which such expense was incurred. In the event you experience a termination of employment due to your death or Disability (as defined in the “Continued Benefits”Severance Plan), you will be entitled to receive a lump sum cash payment on the 60th day following your termination date, subject to compliance with the Release Requirements in Section 3.4(c) of the Employment Agreement, equal to the sum of (1) the Accrued Obligations (as defined in the Employment Agreement) and (2) 12 times the employer portion of the monthly COBRA continuation premium to cover you and your dependents enrolled under the Corporation’s health, vision and dental plans in effect as of the termination date. Notwithstanding You hereby acknowledge and agree that no severance benefits or payments will be due to you under Section 3 of the foregoing, Employment Agreement or Section 4 of the Severance Plan in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employmentemployment following the Closing Date. Amounts under this letter agreement that are conditioned on the satisfaction of the Release Requirements will be paid or will commence, none if at all, in accordance with the terms of this letter agreement but in no event later than 75 days following your equity incentive awards shall terminate with respect to any vested or unvested portion subject termination date and only if such Release Requirements have been satisfied prior to such equity award before 90 days following such termination.
(b) date. In the event that your employment is terminated by the Company period for Cause, or by you other than for Good Reason, then:
(i) satisfying the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board Release Requirements of the Company); (B) Severance Plan or under the Employment Agreement begins in one calendar year and ends in a material breach by second calendar year, any payment that is conditioned on the Company satisfaction of any of such requirement shall commence in the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentsecond calendar year.
Appears in 2 contracts
Sources: Merger Agreement (Crossfirst Bankshares, Inc.), Merger Agreement (First Busey Corp /Nv/)
Severance. (a) In the event that at any time your Executive’s employment hereunder is terminated by the Company due to non-renewal of the Agreement, such termination shall be considered a termination by the Company without Cause and Section 3.02(b) shall apply.
(b) Except as otherwise set forth in Section 3.02(c) below, if Executive’s employment is terminated by the Company without Cause (as defined in the Plan), or by you Executive for Good Reason, including by the Company without Cause or by Executive for Good Reason within 12 months following a Change of Control, Executive shall, subject to the provisions of this Section 3.02, be entitled to a severance payment consisting of (as defined belowA) a cash amount equal to 2 times the current calendar year’s Base Salary (“Severance Payment”), then:
(iB) acceleration to 100% vested status for all stock, stock option and other equity awards currently held by Executive (“Option Acceleration”) and (C) prorated Annual Bonus for the year in which the date of termination occurs, which amount shall be determined based on attainment of the Performance Objective and the number of days that Executive was employed by the Company during the year of termination (the “Severance Bonus,” and collectively with the Severance Payment and Option Acceleration, the “Severance Benefits”). Payment of the Severance Payment shall pay your accrued but unpaid Base Salary through be made in a lump sum as soon as practicable following the date of termination, at but in no event later than March 15th of the rate calendar year following the year in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following which the date of termination occurs. Payment of the Severance Bonus shall be made in accordance with a lump sum at the same time the Annual Bonus would be paid to Executive if the Executive has remained employed by the Company’s ordinary payroll practice;.
(iiic) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageIf Executive’s employment is terminated because of death or Permanent Disability, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoingExecutive, in the event that applicable healthcare laws do not permit continuation case of coveragePermanent Disability, then or his estate or designated beneficiary, in the Company case of Executive’s death, shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior be entitled to the date of termination; and
(iv) (A) all unvested Restricted StockSeverance Benefits, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary payable as set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationSection 3.02(b) above.
(bd) In Section 3.02 and this Agreement shall be administered and interpreted to maximize the event that your short-term deferral exception to Code Section 409A, and Executive shall not, directly or indirectly, designate the taxable year of a payment made under this Agreement.
(e) If Executive terminates his employment without Good Reason (including non-renewal of this Agreement by Executive) or is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you he shall not be entitled to receive any additional the severance payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained provided for in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. The section of the June Letter entitled “Severance” is hereby deleted and replaced with the following: If you (aA) In are not assigned or designated to a position with comparable scope, responsibilities and pay by Viatris within ninety (90) days following the event Close Date; or (B) are involuntarily separated from service (including from any position that at any time your employment you have accepted in writing, whether or not such position is terminated comparable) by Viatris other than for Cause within two (2) years following the Company without Cause Close Date, you will be eligible for severance to be paid by Viatris equal to two (as defined in 2) times the Plan), or by you for Good Reason (as defined below), then:
sum of: (i) the Company shall pay your accrued but unpaid Base Salary through base salary as of the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as your base salary entitling you to terminate service and receive severance pursuant to this paragraph) and (ii) the basis for a resignation for Good Reason) for a period highest annual bonus paid by Pfizer, Upjohn or Viatris in respect of 180 days following the four calendar years preceding the date of termination (even if paid in accordance a later year). In addition, and for the avoidance of doubt, any Viatris long-term incentive award granted to make up for your Pfizer long-term incentive awards that are forfeited on the Close Date shall vest upon a severance-qualifying termination of employment. For purposes of this letter, an involuntary separation from service other than for Cause will include your resignation effective between ninety (90) days and two (2) years following the Close Date due to a change in the terms and conditions of your employment with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and Viatris without your written consent such that your position is no longer “comparable”, provided that you make a timely election provide written notice to continue coverage, Viatris of the Company shall pay directly to existence of the insurance provider the premium for COBRA continuation coverage for the you and the condition or conditions causing your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount position not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
be “comparable” within ninety (iv90) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date initial existence of such terminationcondition or conditions, after specifying in reasonable detail the condition or conditions, and Viatris will have thirty (30) days following receipt of such written notice (the “Cure Period”) during which time it may remedy the Options shall expire; providedcondition or conditions. If Viatris fails to remedy such condition or conditions during the Cure Period, howeveryour separation from service with Viatris must occur, that no such Option shall be exercisable after if at all, within thirty (30) days following the expiration of its maximum termthe Cure Period (or, if later, on the ninetieth (90th) day following the Close Date). Severance will be payable by Viatris consistent with the terms of (including the timing contemplated by) the SLC Plan or successor plan established by ▇▇▇▇▇▇▇ to assume/administer severance benefits to legacy Pfizer/▇▇▇▇▇▇ colleagues. All interpretations hereunder will be determined by the Administrative Committee. In order to give effect to addition, for all purposes under this letter, the foregoing provision, notwithstanding anything to the contrary set forth in receipt of any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion severance benefits is subject to your execution and non-revocation of a release agreement waiving claims relating to your employment with Upjohn, Viatris and Pfizer and in a form prescribed by ▇▇▇▇▇▇▇ (the “Release”), provided that such equity award before 90 days following such termination.
(b) Release will not include restrictive covenants more restrictive than those to which you are otherwise subject in connection with your employment with Pfizer and/or Viatris. If you are a non-U.S.-based Affected Colleague, the aforementioned terms will apply, except that the severance payable will be reduced by the value of any local severance, separation benefits and/or severance indemnity paid pursuant to local law and policy. In the event that such local severance benefits are greater than benefits otherwise payable to you under this letter, you will receive the full value of the local severance benefits but no additional severance pursuant to this letter, in exchange for your employment execution of the Release. Nothing in this letter is terminated by intended to provide duplication of benefits. Upon your termination from Viatris you may not provide services (as an employee or consultant) to Pfizer during the Company for CauseRestriction Period without the permission of Viatris Head of Human Resources. If Viatris gives you permission to provide services to Pfizer before the end of the Restriction Period, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall severance will not be entitled to receive any additional payments and Continued Benefits described impacted although the timing of receipt of certain Pfizer benefits, as determined by Pfizer’s SVP Total Rewards in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awardsconsultation with Pfizer Legal, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall may be exercisable after the expiration of its maximum term pursuant to the terms thereofimpacted.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: Upjohn Retention and Incentive Program Letter (Viatris Inc)
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company (or any successor) for Cause, or by you any reason other than for Good Reason“Cause” (as defined in the Option Agreement), thenyou will receive:
(ia) A severance payment (the Company shall pay “Severance Payment”) equal to six (6) months of your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expirecurrent base salary; provided, however, that no if such Equity Award termination of employment other than for Cause occurs during the period commencing fifteen (15) days prior to a “Change of Control” (as defined in the Company’s 2007 Performance Incentive Plan) and ending on the twelve (12) month anniversary of such Change of Control, the Severance Payment shall be exercisable after increased to twelve (12) months of your current base salary (the expiration number of its maximum term months used to calculate the Severance Payment pursuant to this Section 8(a) referred to as the “Severance Period”). The Severance Payment, if any, shall be made within 30 days of the date of termination of your employment.
(b) If you elect continuation coverage pursuant to the terms thereofConsolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for you and your eligible dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse you for or pay directly on your behalf the COBRA premiums for such coverage (at the coverage levels in effect immediately prior to your termination or resignation) until the earlier of (i) a number of months from the last date of your employment with TheStreet equal to the Severance Period, or (ii) the date upon which you and/or your eligible dependents becomes covered under similar plans. COBRA reimbursements will be made by the TheStreet to you consistent with the TheStreet’s normal expense reimbursement policy. The amount of the COBRA premiums reimbursed to you or paid directly on your behalf will be taxable to the extent required to avoid adverse consequences to you or TheStreet under either Section 105(h) of the Internal Revenue Code of 1986, as amended (the “Code”) or the Patient Protection and Affordable Care Act of 2010.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by Your rights to the Company of your title (including your ceasing to have the title of President severance and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained benefits in this Agreement, which, if capable Section 8 are subject to your execution of being cured, is not cured by the Company within 30 days after written notice thereof by you an appropriate release agreement in a form substantially equivalent to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentsample form previously provided to you by TheStreet.
Appears in 1 contract
Severance. (a) In Regardless of whether you sign this Agreement, you will receive any earned but unpaid base salary through the event that at Last Day of Employment, any vested deferred compensation through the Last Day of Employment in accordance with the documents governing such compensation, and any accrued but unused vacation time your employment as of the Last Day of Employment, which is terminated $52,681.99, less required deductions and withholdings, which shall be payable to you on the next regularly scheduled pay period following the Last Day of Employment, in accordance with the Company’s payroll policies and practices then in effect. You will also receive prompt reimbursement of business expenses reasonably incurred by you but not yet reimbursed by the Company without Cause in accordance with the Company’s expense reimbursement policy, and any other vested benefits owed to you under the terms of the Company’s benefit plans.
b) Provided you timely sign and do not revoke this Agreement within 21 days following the date you receive this Agreement (the “First Release”) and again within 21 days following the Last Day of Employment (the “Second Release”), and you otherwise comply with the terms and conditions of this Agreement, you will receive the following severance benefits (the “Severance Benefits”):
i) The Company will pay the aggregate amount of $1,300,362.50 (which amount is equal to (A) 12 months of your current base salary plus (B) the greater of your (x) Target Cash Bonus (as defined in the PlanEmployment Agreement) or (y) the average of the Annual Cash Bonus awarded for the three most recent calendar years ending on or before the Last Day of Employment, less required deductions and withholdings). Such severance amount shall be paid to you in 12 equal monthly installments commencing within 60 days following the Last Day of Employment, or by you for Good Reason and following the Second Effective Date (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;policies and practices then in effect; provided the first installment will include any unpaid installments for the period prior to commencement and the final installment will be paid on or before the date that is 12 months after the Last Day of Employment.
(iiiii) Provided you timely elect coverage pursuant to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageConsolidated Omnibus Budget Reconciliation Act (“COBRA”), the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall will reimburse you for 100% of the costs of obtaining monthly COBRA premiums for benefits coverage in an amount not to exceed for you and your eligible dependents under the coverage amounts paid or payable by you immediately prior to Company’s healthcare plan (as applicable) for the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or employment through the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
earlier of: (i) the Company shall pay your accrued but unpaid Base Salary through date at which you become employed at another employer and receive coverage under such other employer’s healthcare, vision, and/or dental plans; or (ii) the date that is the 18 month anniversary of the Last Day of Employment. Such reimbursement will be provided on the payroll date immediately following the date on which you remit the applicable premium payment and will commence within 60 days after the Last Day of Employment, subject to the requirements of Section 409A of the Internal Revenue Code; provided that the first payment will include any reimbursements that would have otherwise been payable during the period beginning on the Last Day of Employment and ending on the date of terminationthe first reimbursement payment.
iii) Your outstanding RSUs that vest solely on the basis of continued employment will vest in full as of the Last Day of Employment and will be paid on the date specified in the applicable RSU agreement.
iv) Your outstanding PSUs will continue to vest, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior subject only to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution achievement by the Company of your title (including your ceasing to have the title applicable performance goals, as though such termination of President employment had not occurred, and CEO), duties, authority or Base Salary (including without limitation any requirement will be paid on the date specified in the applicable PSU agreement.
v) The Company will pay a portion of the Annual Cash Bonus that you report would have earned for the 2025 calendar year, based on the degree to which the Company attains applicable Company-wide performance metrics for such year, with any person(sdiscretionary or personal performance goals treated as having been attained at target (the “Pro-Rata Annual Cash Bonus”). The Pro-Rata Annual Cash Bonus shall be determined by multiplying the Annual Cash Bonus amount determined under the first sentence of this clause (v) other by a fraction the numerator of which is the number of days during the 2025 calendar year that you were employed with the Company and the denominator of which is 365. Any Pro-Rata Annual Cash Bonus will be paid in cash when the corresponding Annual Cash Bonus would have been paid to you for such year absent such termination, but no later than March 15, 2026.
c) No Severance Benefits will be paid or provided unless you sign and do not revoke this Agreement during the Board 21 day periods described above after both the date you receive this Agreement and the Last Day of Employment. If you sign and do not revoke this Agreement after the date you receive this Agreement, but you do not again sign the Agreement after the Last Day of Employment, or you revoke that signature, the Agreement will remain in effect, except that no Severance Benefits will be paid or provided. However, in that event, you will nevertheless cease to serve as Chief Credit & Risk Officer of the Company); Company (Band any other officer, director or fiduciary position) as of the Leave Date, and your employment will terminate on the Last Day of Employment. In the event of a material breach by the Company of any your obligations under Section 7 of the provisions contained in this Employment Agreement, whichthe provisions of Section 5(i) of the Employment Agreement shall apply, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentand all Severance Benefits shall cease.
Appears in 1 contract
Severance. (a) In the event that at any time the Company terminates your employment is terminated by the Company without Cause (as defined in the Plan), below) or by you resign for Good Reason (as defined below) and provided you (i) enter into, do not revoke and comply with the terms of a separation agreement and release in the form provided by the Company which shall include, without limitation, a general release of claims against the Company and related persons and entities, nondisparagement obligations, a seven-business day revocation period and a twelve-month post-employment noncompetition obligation that mirrors the language in the Restrictive Covenant Agreement described below (the “Release”) within the time period provided in the Release but in no event later than 60 days after the Date of Termination (the “Release Requirement”); (ii) comply with the Ongoing Obligations (as defined below), thenthen in addition to the Accrued Obligations, the Company will provide you with the following “Severance Benefits”:
(a) continuation of your Base Salary as of the Date of Termination for the twelve (12) month period that immediately follows the Date of Termination (the “Salary Continuation Payments,” and such period, the “Severance Period”); provided in the event you breach any of the Ongoing Obligations, all payments of the Salary Continuation Payments shall immediately cease;
(b) if elected, continuation of group health plan benefits to the extent authorized by and consistent with 29 U.S.C. § 1161 et seq. (commonly known as “COBRA”), with the cost of the regular premium for such benefits shared in the same relative proportion by the Company and you as in effect on the Date of Termination until the earliest of (i) the end of the Severance Period; (ii) the date you become eligible for health benefits through another employer or (iii) the date you otherwise become ineligible for COBRA;
(c) provided you have not breached any of the Ongoing Obligations, payment of your annual bonus for the calendar year in which the termination occurs which shall be based on the Target Bonus amount and prorated for the number of days actually employed in said calendar year through the Date of Termination (the “Final Bonus”). The Final Bonus shall be paid to you by the Company shall pay in a single lump sum along with the first Salary Continuation Payment;
(d) if, at any time prior to the first (1st) anniversary of the Vesting Commencement Date, the Company terminates your accrued but unpaid Base Salary employment without Cause or you resign for Good Reason, the then-unvested equity awards that vest based solely on the passage of time which would have vested through the date of terminationtermination had the equity award not been subject to a one-year vesting “cliff” will be deemed vested and exercisable as of the Date of Termination (e.g., at if the rate in effect at Date of Termination is 6 months following the time Vesting Commencement Date, then 12.5% of termination, accrued but unused vacation, such equity award shall be deemed vested and reimburse exercisable as of the Date of Termination); and
(e) if the Company terminates your employment without Cause or you resign for any unreimbursed business expenses incurred Good Reason less than three (3) months prior to the date of termination;
Change in Control or within twelve (ii12) the Company shall continue to pay your Base Salary at the rate months following a Change in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageControl, the Company shall pay directly to provide that the insurance provider vesting of 100% of your then unvested equity awards that vest based solely on the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period passage of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) time shall be referred accelerated, such that all then-unvested equity awards that vest based solely on the passage of time vest and become fully exercisable and non-forfeitable as of the Date of Termination. For purposes of this Agreement, the term “Change in Control” shall mean the sale of all or substantially all of the outstanding shares of capital stock, assets or business of the Company by merger, consolidation, sale of assets or otherwise (other than a merger or consolidation in which all or substantially all of the individuals and entities who were beneficial owners of the Company’s voting securities immediately prior to such transaction beneficially own, directly or indirectly, more than 50% (determined on an as-converted basis) of the outstanding securities entitled to vote generally in the election of directors of the resulting, surviving or acquiring corporation in such transaction); provided, however, that the issuance and sale of securities of the Company for bona fide financing purposes shall not constitute a Change in Control and provided further that such event or occurrence constitutes a change in the ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, as defined in Treasury Regulation Sections 1.409A-3(i)(5)(v), (vi) and (vii). The Salary Continuation Payments shall commence within 60 days after the Date of Termination and shall be made on the Company’s regular payroll dates; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Salary Continuation Payments shall begin to be paid in the second calendar year. In the event you miss a regular payroll period between the Date of Termination and first Salary Continuation Payment date, the first Salary Continuation Payment shall include a “Continued Benefitscatch up” payment. Solely for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”), each Salary Continuation Payment is considered a separate payment. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not are entitled to exceed the coverage amounts paid or payable by you immediately prior any payments pursuant to the date of termination; and
Restrictive Covenants Agreement (ivas defined below) (A) all unvested Restricted Stockincluding without limitation Garden Leave Pay as defined therein), Options, Option Shares and the Severance Benefits to be paid to you in any other Company equity compensation awards (collectively, “Equity Awards”) calendar year will be reduced by the amount that you then hold shall immediately vest are paid in full, and (B) all Options will remain exercisable for a period of 90 the same such calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect year pursuant to the foregoing provisionRestrictive Covenants Agreement. For the avoidance of doubt, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior reason, or due to your death or Disability (the date of termination;
(ii) latter as determined by the Company in good faith), you shall not will be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant Accrued Obligations but not to the terms thereofSeverance Benefits.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In the event that at any time Upon your termination of employment is terminated by the Company without Cause “Cause” or for “Good Reason,” (as defined in the Plan), or by you for Good Reason (together a “Qualifying Termination”) each as defined below), then:
but subject to your performance of all postemployment obligations set forth in this Agreement and execution and non-revocation of a release of claims reasonably satisfactory to the Company within sixty (60) days of such Qualifying Termination, (i) the Company shall will continue to pay the monthly rate of your accrued but unpaid Base Salary as provided above, for the twenty-four (24) month-period commencing on the Qualifying Termination, (ii) a pro-rata portion of your annual bonus for the fiscal year in which your termination occurs in an amount equal to the amount accrued on the Company’s financial statements through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred full month prior to the date Qualifying Termination, (iii) subject to (A) your timely election of termination;
continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (ii“COBRA”), (B) your continued copayment of premiums at the same level and cost to you as if you were an employee of the Company shall continue (excluding, for purposes of calculating cost, and your ability to pay premiums with pre-tax dollars), and (C) your Base Salary at continued compliance with the rate obligations set forth hereof, continued participation in effect at the time Company’s group health plan (to the extent permitted under applicable law and the terms of termination such plan) which covers you (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reasonand your eligible dependents) for a period of 180 days twelve (12) months at the Company’s expense, to be paid in the form of reimbursements to you, provided that you are eligible and remain eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated herein to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and/or the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable), and (iv) any time-based vesting equity awards then held by you which would have vested within twelve (12) months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee Qualifying Termination but for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) Qualifying Termination shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationbecome vested.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: Letter Agreement of Employment (WideOpenWest, Inc.)
Severance. (a) In Subject to Section 21 hereof, if (i) the event Company terminates the employment of the Executive during any Employment Period and without Cause, or (ii) the Executive terminates his employment during any Employment Period for Good Reason, then (A) Executive shall be entitled to receive accrued but unpaid Base Salary (the “Accrued Salary Payment”), incentive cash compensation (determined on a pro-rated basis by multiplying the incentive cash compensation the Company determines Executive has earned for the fiscal year of termination by a fraction, the numerator of which is the number of days elapsed in the fiscal year as of the Termination Date and the denominator of which is 365) (the “Bonus Payment”), pay for accrued but unused paid time off (the “Vacation Payment”), and reimbursement for expenses (the “Reimbursement Payment”) pursuant to Section 13 hereof through the Termination Date, and an amount equal to twelve (12) months of the Executive’s specified Base Salary hereunder (the “Severance Payment”); and (B) notwithstanding the vesting and exercisability provisions otherwise applicable to Outstanding Options, all of such options shall be fully vested and exercisable upon such termination and shall remain exercisable as specified in the option grant agreements. Executive must satisfy the release requirement (“Release Requirement”) described below in order to receive the Severance Payment and Bonus Payment. The Company shall pay the Accrued Salary Payment, the Vacation Payment, and the Reimbursement Payment to Executive within thirty (30) days after the date of such termination. The Company shall pay the Bonus Payment to the Executive at the time provided in Section 5(c), provided the Release Requirement is satisfied. The Company shall pay the Executive the Severance Payment in semi-monthly installments, with the first payment being made on the Company’s first payroll date following the date the Release Requirement is satisfied, with the first payment being a “catch-up” for missed payments retroactive to the Termination Date, provided, however, that at any such payments that would jeopardize the ability of the Company to continue as a going concern will be delayed and not paid to the Executive until such time your as such payments would no longer have such effect and provided, further, that any such payments also are subject to the restrictions contained within Section 30, if applicable. Notwithstanding the foregoing, the Company shall not be required to pay any part of the Bonus Payment or Severance Payment for any period following the Termination Date if it shall have been determined in writing by a court of competent jurisdiction or by any arbitrator appointed pursuant to Section 27 that the Executive has materially violated the provisions of Section 18, 19, or 20 of this Agreement and such violation has not been cured within thirty (30) days following receipt of written notice from the Company containing a description of the violation and a demand for immediate cure. The Company also may withhold any such payments while it pursues such determination.
(b) Subject to Section 21 hereof, if (A) the Executive voluntarily terminates his employment during any Employment Period other than for Good Reason or (B) the Executive’s employment is terminated by the Company without Cause during any Employment Period for Cause, then the Executive shall be entitled to receive only the Accrued Salary Payment, the Vacation Payment, and the Reimbursement Payment; vesting of Outstanding Options shall cease on such Termination Date; any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options remaining vested and exercisable as defined specified in the Planoption grant agreements), or by you for Good Reason (as defined below), then:
(i) the . The Company shall pay your accrued but unpaid Base the Accrued Salary through Payment, the Vacation Payment, and the Reimbursement Payment to Executive within thirty (30) days after the date of such termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;.
(iic) Subject to Section 21 hereof, if the Company Executive’s employment is terminated during any Employment Period due to death or Disability, the Executive (or his estate or legal representative as the case may be) shall continue be entitled to pay your receive the Accrued Salary Payment, the Vacation Payment, the Reimbursement Payment; the Bonus Payment; and a lump sum equal to Base Salary at the rate in effect on the date of such termination for the lesser of (i) twelve (12) months and (ii) the remaining term of this Agreement at the time of such termination (without regard the “Disability/Death Payment”). In such case, vesting of the Outstanding Options shall cease on such Termination Date, and any then un-vested Outstanding Options shall terminate (with the then-vested Outstanding Options remaining vested and exercisable as specified in the option grant agreements). The Company shall pay the Accrued Salary Payment, the Vacation Payment, and the Reimbursement Payment to any reduction in Base Salary that served Executive (or his estate or legal representative as the basis for a resignation for Good Reasoncase may be) for a period of 180 within thirty (30) days following after the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the such termination. The Company shall pay directly the Bonus Payment to the insurance provider Executive (or his estate or legal representative as the premium for COBRA continuation coverage for case may be) at the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits time provided in this Section 12(a)(iii5(c)) . The Company shall be referred to pay the Executive (or his estate or legal representative as the “Continued Benefits”). Notwithstanding case may be) the foregoing, Disability/Death Payment in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
a lump sum within thirty (iv30) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following after the date of such termination, after which time the Options shall expire; provided, however, that if such payment would jeopardize the ability of the Company to continue as a going concern, it will be delayed and not paid to the Executive (or his estate or legal representative as the case may be) until such time as such payment would no longer have such Option effect.
(d) In addition to the provisions of Section 12(a), 12(b), or 12(c), hereof, as the case may be, to the extent COBRA shall be exercisable after applicable or as provided by law, the expiration Executive and/or his dependents shall be entitled to continuation of its maximum term. group health plan benefits for the periods provided by law following the Termination Date if the Executive (or his survivors) makes the appropriate election and payments; provided, further, that if the Executive and/or his survivors are entitled to severance under Section 12(a) or 12(c) hereof, and the Executive and/or his survivors elect COBRA coverage under a group health plan maintained by the Company (“COBRA Coverage”), the Company shall pay to the Executive (or his estate or legal representative as the case may be) each month for the twelve (12) month period following his Termination Date, an amount which is equal to the excess of the cost of COBRA Coverage which corresponds to the group health plan coverage he maintained for himself and his dependents immediately prior to the termination of his employment over what the Company employees pay for such coverage.
(e) Subject to Section 21 hereof, the Executive acknowledges that, upon termination of his employment, he is entitled to no other compensation, severance or other benefits other than those specifically set forth or referred to in this Agreement.
(f) In order to give effect satisfy the Release Requirement, Executive must (i) execute a full general release in form and substance acceptable to the foregoing provisionCompany, notwithstanding anything to the contrary set forth releasing all claims, known or unknown, that Executive may have against Company or its affiliates arising out of or in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon way related to Executive’s employment or termination of service employment with Company, and such release must become effective and irrevocable in accordance with its terms on or before the duration of post-60th day following the termination of service exercise periods, following any termination Executive’s employment and (ii) continue to comply with the terms of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) this Agreement. In the event that your employment is terminated by Executive does not satisfy the Release Requirement, Executive shall forfeit all payments subject to the requirements of the Release Requirement. If the period of time Executive has to consider and/or revoke such release falls into two calendar years, the Company for Causewill begin paying the Severance Payment as soon as practicable in the later calendar year, or by you other but in no event later than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date March 15 of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereoflater year.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. You acknowledge and agree that you are not entitled to any severance payments or benefits pursuant to the terms of the Employment Agreement in connection with your voluntary resignation on the Termination Date. Notwithstanding the foregoing, subject to (a) In your continued compliance with the event that at any time covenants set forth in Sections 8 and 9 of the Employment Agreement (the “Restrictive Covenants”), in accordance with their terms, (b) your employment is terminated execution and non-revocation of this Agreement, which includes a waiver and release of claims, (c) your cooperation with the Company during the Transition Period, as determined by the Company without Cause in good faith, and (as defined d) your execution and non-revocation of another waiver and release of claims in substantially similar form to Section 4 on or immediately following the Plan), or by you for Good Reason Termination Date (as defined belowa “Post-Termination Release”), then:, following the Termination Date, in accordance with the terms of this Agreement, you will be entitled to receive the following post-employment payments and benefits (the “Severance Benefits”):
(ia) the Company shall pay your accrued but unpaid Base Salary through the date continued payment of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at during the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a 12 month period of 180 days following the date of termination Termination Date, payable in installments in accordance with the Company’s ordinary regular payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expirepractices; provided, however, that no such Option installments shall be exercisable after the expiration of its maximum term. In order to give effect paid prior to the foregoing provisionfirst regular payroll date following the date the Post-Termination Release becomes effective and irrevocable, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate accordance with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.its terms;
(b) In continued payment of healthcare benefits during the event that your employment is terminated by 24 month period following the Company for CauseTermination Date, or by you other than for Good Reason, then:
(i) payable in installments in accordance with the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expireCompany’s regular payment practices; provided, however, that no such Equity Award installments shall be exercisable after the expiration of its maximum term pursuant paid prior to the terms thereof.first regular payment date following the date the Post-Termination Release becomes effective and irrevocable, in accordance with its terms;
(c) notwithstanding anything to the contrary in that certain Stock Option Grant Notice and Stock Option Agreement dated May 2, 2019 (the “Option Agreement”), (i) the stock options granted pursuant to the Option Agreement will continue to vest following the Termination Date based on the vesting schedule provided therein and (ii) such stock options will remain outstanding following the Termination Date and will not expire until the expiration of their term on May 2, 2029. For purposes the avoidance of doubt, you acknowledge and agree that (i) if you fail to execute this Agreement: “Good Reason” shall mean Agreement or the Post-Termination Release in accordance with their terms (A) any material diminution by or your revoke this Agreement or the Post-Termination Release within the Revocation Period (as defined below)), the Company of your title will not pay or provide any Severance Benefits to you following the Termination Date, (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(sii) other than the Board of the Company); (B) a material breach by the Company of is providing you with the Severance Benefits in material part in consideration for your agreement to comply with the Restrictive Covenants and, accordingly, the Company will not pay or provide any Severance Benefits to you following the date you first violate any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by Restrictive Covenants and (iii) the Company within 30 days after written notice thereof by is providing you with the Severance Benefits in material part in consideration for your agreement to provide services during the Company; Transition Period and, accordingly, the Company will not pay or (C) relocation of your principal place of employment more than 50 miles without your consentprovide any Severance Benefits to you if you fail to provide such services during the Transition Period.
Appears in 1 contract
Severance. (a) In the event that at any time Subject to your employment is terminated by execution and non-revocation of a release of claims in favor of the Company without Cause (as defined in the Plan)Group, or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that if your employment is terminated by the Company for Cause, or by you any reason other than for Good ReasonCause, then:
(ix) if such termination occurs prior to the expiration of the Initial Term, (A) the Company shall will pay your accrued but you an amount equal to the balance of any base salary that remains unpaid Base Salary through as of the date of termination that would have otherwise been payable in respect of the Initial Term, which amount will be paid within 30 days following the date of termination and (B) any portion of the Initial Restricted Stock Grant that has been granted that remains unvested as of the date of termination will become fully vested as of the date of termination, at the rate in effect at the time (y) if such termination occurs during any Renewal Term, any portion of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to Monthly Restricted Stock Grant that has been granted that remains unvested as of the date of termination;
termination will become fully vested as of the date of termination and (iiz) if such termination occurs at any time during the Term, subject to your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), continued participation (pursuant to COBRA) in the Company’s group health plan (to the extent permitted under applicable law and the terms of such plan), which covers you shall not be entitled (and your eligible dependents) at the same premium rate applicable to you as of the date of termination until the later of (a) 12 months from date of termination or (b) December 31, 2024 (or, if earlier than either of the foregoing prongs (a) or (b), the date on which you obtain employment that offers group health benefits), provided, that that the Company may modify the continuation coverage contemplated by this Section 9(z) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Section 105(h) of the Internal Revenue Code of 1986, as amended; the Patient Protection and Affordable Care Act of 2010, as amended; and/or the Health Care and Education Reconciliation Act of 2010, as amended, and in each case, the regulations and guidance promulgated thereunder (to the extent applicable) (the entitlements under prongs (x), (y) and (z) together, the “Severance Benefit”). In consideration for your opportunity to receive the Severance Benefit, you hereby acknowledge and agree that you are not eligible to participate in any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period other severance plans, programs policies or practices of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentGroup.
Appears in 1 contract
Sources: Employment Agreement (E2open Parent Holdings, Inc.)
Severance. (a) In the event that Upon termination of this Agreement by Company without Cause or by Employee for Good Reason at any time your following the Commencement Date (the “Termination Date”), Company shall:
(i) pay all accrued and unpaid Base Salary and accrued and unused vacation pay, payable within thirty (30) days of the date of termination, and all accrued and vested benefits through the date of termination, payable in accordance with the terms of the applicable benefit plan;
(ii) pay any Annual Bonus for any prior completed fiscal year that has been determined but not paid as of the date of termination, payable within thirty (30) days of the date of termination;
(iii) a pro-rata portion (based on days worked through the date of termination) of the Annual Bonus for the fiscal year of termination that Employee would have earned for such year had employment is terminated by continued, based on actual performance results for the full annual performance period, payable at the time that annual bonuses are paid to active executives of Company without Cause (but in no event later than seventy-five (75) days after the end of the fiscal year in which termination occurs);
(iv) continued payment (“Severance Pay”) of Employee’s Base Salary, payable in equal installments in accordance with Company’s payroll practices (not less frequently than monthly), for a period of six (6) months after the Termination Date commencing on the first payroll period after Employee executes a general release on behalf of Company in connection with such termination (the “Severance Period”); provided, however, in the event of a Change of Control (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company Employee shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior be entitled to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) Severance Pay for a period of 180 days following twelve (12) months after the date Termination Date, payable as otherwise provided above; provided, further, that the Severance Pay due to Employee shall be reduced by the amount of termination in accordance with any earnings from employment, including self-employment or other contract-for-hire work, earned or received by Employee during the Company’s ordinary payroll practiceSeverance Period;
(iiiv) if Employee timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), reimburse, grossed up for any applicable taxes, Employee for the monthly COBRA premium paid by Employee for Employee and Employee’s dependents. Such reimbursement shall be paid to Employee on the extent permitted by applicable healthcare laws and provided that you make a fifth (5) of the month immediately following the month in which Employee timely election to continue coverage, the Company shall pay directly to the insurance provider remits the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) payment. Employee shall be referred eligible to as receive such reimbursement until the “Continued Benefits”). Notwithstanding earliest of: (a) the foregoing, six (6)-month anniversary of the Termination Date (or twelve (12) months in the event that applicable healthcare laws do not permit continuation of coverage, then a Change of Control (as defined in the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of terminationPlan)); and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled Employee is no longer eligible to receive any additional payments COBRA continuation coverage; and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority date on which Employee receives substantially similar coverage from another employer or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentsource.
Appears in 1 contract
Sources: Employment Agreement (BurgerFi International, Inc.)
Severance. (a) In the event that at any time your employment is terminated of a termination of this Agreement by the Company without Cause (as defined in Just Cause, due to Total Permanent Disability or due to the Plan)death of the Executive, or by you the Executive for Good Reason Reason, then the Executive or the Executive’s heirs will be entitled to:
(a) unpaid compensation and benefits described in Section 2 earned up to the termination date to be paid within 10 days of termination;
(b) a lump sum payment (less all deductions required by law such as defined below)income taxes) equal to the then current Base Salary set out in Section 2.1 multiplied by two to be paid within 10 days of termination;
(c) the continuation of health and welfare benefits described in Section 2.4, then:for a period terminating on the earlier of
(i) the Company shall pay your accrued but unpaid Base Salary through date the Executive obtains employment with another company, and
(ii) two years from the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;.
(iid) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding despite anything to the contrary set forth out in any agreement governing an equity award regarding immediate forfeiture The Bonus Stock and Bonus Stock Option Incentive Plan (Schedule “A”):
(i) all restrictions, including escrow restrictions, satisfaction of unvested shares upon termination of service or milestones on Bonus Stock issued to the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect Executive will cease and the Executive will have clear title to any vested or unvested portion the Bonus Stock subject to such equity award before 90 days following such no further restrictions or contingencies, and
(ii) all Bonus Stock Options granted as of the date of termination will immediately vest in the Executive (and all milestones shall be deemed satisfied), and may be exercised on any date between the date of termination and a date which is 36 months from the date of termination.
(be) In The Company shall reimburse within 10 days of incurrence, to the event full extent provided by law, all legal fees and expenses that your employment is terminated the Executive, the Executive’s legal representatives or the Executive’s family may reasonably incur or face arising out of or in connection with this Agreement (but this Agreement only), including any litigation concerning the validity or enforceability of, or liability under, any provision of this Agreement or any action by the Company for CauseExecutive, the Executive’s legal representatives or by you other than for Good Reason, then:
the Executive’s family to enforce his or their rights under the Agreement (i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEOAgreement only), duties, authority or Base Salary (including without limitation any requirement provided that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained Executive prevails in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentsuch litigation.
Appears in 1 contract
Severance. (a) Termination without Cause or for Good Reason.
(i) In the event that at any time your of Executive’s termination of employment is terminated with the Company (i) by the Company without Cause Cause, or (ii) by Executive for Good Reason, Executive shall be entitled to the severance benefits set forth below in Section 6(a)(ii); provided, however, if such termination of employment or election of non-renewal occurs within twenty-four (24) months immediately following a Change in Control (as defined in the Severance Plan) of the Company, Executive shall in lieu of the severance benefits provided under Section 6(a)(ii) hereof become entitled to the severance benefits set forth below in Section 6(a)(iii).
(ii) As a condition to the payment of the following severance benefits, or by you within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for Good Reason (as defined below), thenwhich the Company agrees to the following:
(iA) the The Company shall pay your accrued but unpaid Executive, upon the date that is 45 days following the termination of employment, a lump-sum cash payment in an amount equal to two times the Executive’s annual Base Salary through the date of termination, at the rate (as in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of Executive’s termination (determined without regard to any reduction in such Base Salary constituting Good Reason).
(B) The Company shall pay Executive 50% of the Annual Bonus then in effect that served Executive would have received based upon the Company’s actual underlying performance through the end of the current bonus period, and further pro-rated for the number of days during such year that Executive was employed by the Company, with such bonus to be paid at the time such bonus would otherwise have been paid had Executive not been terminated.
(C) For eighteen (18) months from the date of termination (the “Benefits Continuation Period”), the Company shall reimburse the Executive for his cost to participate in COBRA benefits continuation coverage.
(D) To the extent not already vested, the 2016 LTIP Award shall fully vest upon termination of employment, (and be paid or satisfied in accordance with their terms).
(E) The Company shall pay Executive the amounts described in Section 6(d).
(iii) As a condition to the payment of the following severance benefits, within 45 days of the Executive’s termination of employment, the Executive shall execute and deliver, and the applicable revocation period shall have expired with respect to, the “Release” in the form attached hereto as Exhibit A, in consideration for which the basis for Company agrees to the following:
(A) The Company shall pay Executive, upon the date that is 45 days after termination of employment, a resignation for lump-sum cash payment in an amount equal to three times the sum of the following: (x) Executive’s annual Base Salary (as in effect at the date of Executive’s termination determined without regard to any reduction in such Base Salary constituting Good Reason) and (y) Executive’s target Annual Bonus (excluding the Maximum Bonus but determined without regard to any reduction in such target Annual Bonus constituting Good Reason) for a period the year in which the termination of 180 days following employment occurs.
(B) For eighteen (18) months from the date of termination (the “Change in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageControl Benefits Continuation Period”), the Company shall pay directly reimburse the Executive for his cost to participate in COBRA benefits continuation coverage.
(C) A lump-sum amount, paid upon the insurance provider date that is 45 days after termination of employment, equal to Executive’s then current target bonus opportunity established under the premium for COBRA continuation coverage bonus plan in which the Executive is then participating, for the you and plan year in which the your dependentstermination of employment occurred, less adjusted on a pro rata basis based on the amount payable by an active employee for such coveragenumber of days Executive was actually employed during the bonus plan year in which the termination of employment occurs.
(D) To the extent not already vested, for a period the 2016 LTIP Award shall fully vest upon termination of 180 days or until he obtains new employment, whichever comes first (and be paid or satisfied in accordance with their terms).
(E) The Company shall pay Executive the benefits provided amounts described in Section 6(d).
(iv) Notwithstanding anything in this Section 12(a)(iii)6(a) to the contrary, the benefit reimbursement provided pursuant to Section 6(a)(ii)(C) and Section 6(a)(iii)(B) shall be referred discontinued prior to the end of the Benefits Continuation Period or Change in Control Benefits Continuation Period, as the “Continued Benefits”). Notwithstanding the foregoingapplicable, in the event that applicable healthcare laws do not permit continuation of coverageExecutive becomes eligible for benefits from a subsequent employer (including self employment or consulting) similar to those benefits Executive was receiving pursuant to his COBRA benefits continuation, then as determined by the Company in good faith. Executive shall reimburse you for have a duty to inform the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior Company as to the date terms and conditions of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares any subsequent employment and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in fullthe corresponding benefits earned from such employment, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such terminationshall provide, after which time the Options shall expire; or cause to be provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provisionCompany in writing correct, notwithstanding anything to complete and timely information concerning the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationsame.
(bv) In Notwithstanding anything herein to the event that your employment contrary, if Executive is terminated by a “specified employee” (within the Company for Causemeaning of Section 409A of the Internal Revenue Code of 1986, or by you other as amended (the “Code”)) as of his termination of employment, then to the extent necessary to comply with the requirements of Section 409A of the Code, no payments due Executive under this Section 6(a) shall be made earlier than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date that is six months following Executive’s termination of terminationemployment, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, payments that no such Equity Award would otherwise have been made or provided to Executive within that six month period shall be exercisable after the expiration of its maximum term pursuant paid to the terms thereofExecutive in a lump sum.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In During the event that at continuance of an Event of Default, Lender shall have the right from time to time to partially foreclose the Collateral under the Pledge Agreement in any time your employment is terminated manner and for any amounts secured by the Company without Cause (Pledge Agreement then due and payable as defined determined by Lender in its sole discretion, including the Plan), or by you for Good Reason (as defined below), then:
following circumstances: (i) in the Company shall pay your accrued but unpaid Base Salary through event Borrower defaults beyond any applicable grace period in the date payment of terminationone or more scheduled payments of principal and interest, at Lender may foreclose the rate in effect at Collateral under the time of terminationPledge Agreement to recover such delinquent payments, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
or (ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation Lender elects to accelerate less than the entire Outstanding Principal Balance, Lender may foreclose the Collateral under the Pledge Agreement to recover so much of coveragethe principal balance of the Loan as Lender may accelerate and such other sums secured by the Collateral under the Pledge Agreement as Lender may elect. Notwithstanding one or more partial foreclosures, then the Company Collateral shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior remain subject to the date Pledge Agreement to secure payment of termination; andthe sums secured by the Collateral under the Pledge Agreement and not previously recovered.
(ivb) (A) During the continuance of an Event of Default, Lender shall have the right from time to time to sever the Note and the other Loan Documents into one or more separate notes, pledge agreements and other security documents in such denominations as Lender shall determine in its sole discretion for purposes of evidencing and enforcing its rights and remedies provided hereunder. Borrower shall execute and deliver to Lender from time to time, promptly after the request of Lender, a severance agreement and such other documents as Lender shall request in order to effect the severance described in the preceding sentence, all unvested Restricted Stockin form and substance reasonably satisfactory to Lender. Borrower hereby absolutely and irrevocably appoints Lender as its true and lawful attorney, Optionscoupled with an interest, Option Shares in its name and any other Company equity compensation awards (collectivelystead to make and execute all documents necessary or desirable to effect the aforesaid severance, “Equity Awards”) you then hold Borrower ratifying all that its said attorney shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expiredo by virtue thereof; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you Lender shall not be entitled make or execute any such documents under such power until three (3) days after notice has been given to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period Borrower by Lender of 90 days Lender’s intent to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no its rights under such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofpower.
(c) For purposes Any amounts recovered from the Collateral or any other collateral for the Loan after an Event of this Agreement: “Good Reason” shall mean (A) Default may be applied by Lender toward the payment of any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board interest and/or principal of the Company); (B) a material breach by Loan and/or any other amounts due under the Company of any of the provisions contained Loan Documents, in this Agreementsuch order, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentpriority and proportions as Lender in its sole discretion shall determine.
Appears in 1 contract
Sources: Mezzanine Loan Agreement (W2007 Grace Acquisition I Inc)
Severance. (a) In Effective as of the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan)Closing Date, or by you for Good Reason (as defined below), then:
(i) the Company Buyer shall pay your accrued but unpaid Base Salary through the date of termination, at the rate have in effect at a severance plan covering Continued Non-Union Employees that contains terms identical in all material respects to those under Seller's Severance Pay Plan for Management Employees as of the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationClosing Date.
(b) In the event that your Buyer shall, subject to any applicable laws, provide a special separation allowance for any Continued Employee whose employment with Buyer is terminated involuntarily by the Company for Cause, or by you Buyer other than for Good Reasoncause on or prior to, then:
in the case of Continued Non-Union Employees, three years after the Closing Date and, in the case of Continued Union Employees, the expiration date of the applicable Collective Bargaining Agreement. Such allowance shall be not less than the sum of four weeks pay plus one week pay for each completed year of service (as determined by aggregating each affected individual's respective service with Seller and Buyer) and shall be payable by Buyer in a lump sum within 30 days after termination of employment. In addition, in the case of each Continued Non-Union Employee described in the first sentence of this Section 9.08(b), Buyer shall pay the Continued Non-Union Employee a lump sum equal to the excess of (i) the Company shall pay your accrued but unpaid Base Salary through actuarial equivalent of the Employee's "potential benefit" under the applicable Buyer's Pension Plans, which such Employee would receive if such Employee's employment continued until three years after the Closing Date and such Employee's base and incentive compensation for such deemed additional period was the same as in effect on the date of terminationsuch Employee's termination of employment with Buyer, at over (ii) the rate in effect at actuarial equivalent of such Employee's "actual benefit" under the time applicable Buyer's Pension Plans, as of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
such Employee's termination of employment from Buyer. For the purpose of the foregoing sentence, (i) the term "potential benefit" shall refer to the monthly pension that would have been payable to the applicable Employee commencing on the first day of the month following the latest of (A) the last day of the deemed additional period, (B) Employee's attainment of age 55, or (C) the earlier of (l) the first date as of which the sum of such Employee's age and years of service, as taken into account in determining the actuarial reduction for commencement prior to normal retirement age that is to be applied to his accrued benefit under the applicable Buyer's Pension Plans, equals 75 or (2) such Employee's attainment of age 65, (ii) you the term "actual benefit" shall not be entitled refer to receive any additional payments the monthly pension payable to such Employee under the applicable Buyer's Pension Plans commencing as of the date determined in accordance with clause (i) of this sentence, and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately actuarial equivalent of the "potential benefit" and the you "actual benefit" shall each be a lump sum payable as of the date of such Employee's termination of employment from Buyer, determined on the basis of the interest rate used to determine the amount of lump sum distributions and, to the extent applicable, other actuarial assumptions then in effect under the applicable Buyer's Pension Plans. Buyer shall also provide outplacement services to such terminated Continued Non-Union Employee appropriate to the level of the Employee's position and job responsibilities. Buyer shall also continue to provide or cause to be provided to any such terminated Continued Employee health insurance coverage and group term and universal life insurance coverage at the same rates as for active Continued Employees for a period equal to the number of weeks of separation allowance which any such terminated Continued Employee is entitled to from Buyer. Buyer shall have the right to require a period of 90 days release in form reasonably satisfactory to exercise any and all vested Equity Awards, after which time all Equity Awards Buyer as a condition for eligibility to receive such separation allowance. The allowance shall expire; provided, however, that no such Equity Award shall be exercisable after the not apply to Continued Employees whose employment is terminated due to death or expiration of its maximum term pursuant sick allowance or other authorized leave of absence or who terminate employment voluntarily. If at any time during the three-year period following the Closing Date, Buyer shall assign a Continued Non-Union Employee to work on a regular basis at a location that is more than fifty miles from the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing location to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board which such Employee is assigned as of the Company); (BClosing Date, Buyer shall offer such Employee the option to terminate employment and receive the severance benefits set forth in this Section 9.08(b) a material breach by the Company of any in lieu of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentreassignment.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Consolidated Edison Co of New York Inc)
Severance. (a) In Subject to the terms and conditions set forth below, in the event that at any time (A) your employment with Safeguard is terminated by the Company Safeguard without Cause “cause” (as defined in the Plan), below) or by you for Good Reason “good reason” (as defined below) within 18 months following a “change of control” (as defined below) of Safeguard (“Change of Control Termination”) or (B) your employment with Safeguard terminates for any reason other than (i) your death or disability, (ii) Safeguard’s termination of your employment for cause or (iii) your resignation without good reason (such a termination, a “Severance Termination”), Safeguard will provide you with the following benefits, which together with any benefits provided under the applicable terms of any other plan or program sponsored by the Safeguard (other than any plan, program or arrangement intended to pay severance benefits following termination of employment), and applicable to you, will be the only severance benefits or other payments in respect of your employment with Safeguard to which you will be entitled. The benefits you receive under this New Agreement will be in lieu of all salary, accrued vacation and other rights that you may have against Safeguard or its affiliates, and, except as otherwise noted below, will be paid within the later of 45 days after your date of termination or Safeguard’s receipt of your request for reimbursement, subject to your execution and nonrevocation of the General Release described below. • You will receive a payment in respect of your current year’s bonus equal to the product of (i) your annual target bonus (of at least $250,000), multiplied by (ii) Safeguard’s percentage achievement of its annual Management Incentive Plan objectives as determined by the Compensation Committee as of the end of the calendar quarter closest to your date of termination, multiplied by (iii) a fraction, the numerator of which is the number of days in Safeguard’s fiscal year elapsed at the time of the termination and the denominator of which is 365. Payment under this provision will be made within 60 days after the end of the quarter for which the determination in (ii) is made. • If (A) there is a Change of Control Termination or (B) a Severance Termination, you will receive a lump sum payment equal to the product of (i) 1.5 multiplied by (ii) your annual salary then in effect (which will not be less than $340,000). • Except as provided below, you will only vest in your interests under and you will receive benefits in accordance with the terms and conditions set forth in Safeguard’s various long-term incentive plans. • You will receive up to 12 months’ continued coverage under Safeguard’s medical and health plans(not including dental coverage), which coverage will run concurrent with the coverage provided under Section 4980B of the Code. • You will receive a lump sum payment equal to the cost that would be incurred by Safeguard, as reasonably determined by Safeguard, to waive the applicable premium otherwise payable for COBRA continuation coverage for you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) with respect to dental insurance for a period of 12 months following the date of your termination. • You will be entitled to reimbursement of any medical, vision, or dental expenses incurred by you (and, to the extent covered immediately prior to the date of your termination, your spouse and dependents) which are not covered by Safeguard’s medical, vision and/or dental insurance for a period of 12 months following the date of your termination. No such reimbursement will be made to the extent such expenses exceed $5,000, in the aggregate, per calendar year. • You will be entitled to reimbursement of the cost of life insurance coverage under the universal life insurance policy which was purchased by Safeguard, in your name, during your employment (“Executive Insurance Policy”) for a period of 12 months, based on Safeguard’s monthly cost of such coverage on your termination date. Such reimbursement will only be made to the extent you continue to pay the premiums for such Executive Insurance Policy and thereafter submit to Safeguard the paid ▇▇▇▇ for your Executive Insurance Policy. • On or before the end of the second calendar year beginning after your termination of employment, Safeguard will reimburse you for up to $20,000 for documented outplacement services or office space which you secure within such time period. • You will be reimbursed promptly for all your reasonable and necessary business expenses incurred on behalf of Safeguard prior to your termination date in accordance with Safeguard’s customary policies. • If you experience a Change of Control Termination as described above, (A) you will become fully vested in all of your outstanding stock options and you may exercise (i) those stock options that were subject to time-based vesting during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (ii) those stock options that were subject to market-based vesting during the 24-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (B) you will become fully vested in all of your outstanding restricted stock awards and deferred stock units, if any. • If you experience a Severance Termination as described above, (A) you will become fully vested in your outstanding time-based stock options that were subject to time-based vesting and you may exercise those stock options during the 36-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), (B) you may exercise your vested outstanding market-based options during the 12-month period following your termination of employment (unless any of the options would by their terms expire sooner, in which case you may exercise such options at any time before their expiration), and (C) the Board, in its discretion, may accelerate the vesting of any restricted stock grants and deferred stock units, if any. All compensation and benefits described in this New Agreement will be offered in return for and contingent on your execution, non-revocation and performance of the General Release and Agreement substantially in the form attached to this New Agreement as Exhibit A. Upon your termination of employment with Safeguard in connection with a change of control, as discussed above, if it is determined that any payment or distribution by Safeguard of benefits provided under this New Agreement or any other benefits due upon a change of control (the “Change of Control Benefits”) would constitute an “excess parachute payment” within the meaning of Section 280G of the Code that would be subject to an excise tax under Section 4999 of the Code (the “Excise Tax”), the following provisions will apply, unless provided otherwise in the applicable plan, program or agreement that provides change of control payments that are not paid pursuant to this New Agreement. If the aggregate present value to you of receiving the Change of Control Benefits and paying the Excise Tax is not greater than the aggregate present value to you of the Change of Control Benefits reduced to the safe harbor amount (as defined below), then Safeguard will reduce the Change of Control Benefits such that the aggregate present value to you of receiving the Change of Control Benefits is equal to the safe harbor amount. Otherwise you will receive the full amount of the Change of Control Benefits and you will be responsible for payment of the Excise Tax. For purposes of this paragraph “present value” will be determined in accordance with Section 280G(d)(4) of the Code and the term “safe harbor amount” will mean an amount expressed in the present value that maximizes the aggregate present value of the Change of Control Benefits without causing any of the Change of Control Benefits to be subject to the deduction limitations set forth in Section 280G of the Code. All determinations made pursuant to the foregoing paragraph will be made by a professional advisor selected by Safeguard (the “Professional Advisor”), which firm will provide its determinations and any supporting calculations both to Safeguard and to you within 10 days of the termination date. Any such determination by the Professional Advisor will be binding upon you and Safeguard. You will then:
(i) , in your sole discretion, determine which and how much of the Company shall Change of Control Benefits will be eliminated or reduced consistent with the requirements of the foregoing paragraph. All of the fees and expenses of the Professional Advisor in performing the determinations referred to above will be borne solely by Safeguard. Except as otherwise specifically provided in the section entitled “Severance Termination and Change of Control”, and subject to the requirements of the section entitled “Section 409A Compliance” below, Safeguard will pay you the lump sum payments described above within 45 days of your accrued but unpaid Base Salary through the date of termination, subject to your execution and non-revocation of the General Release and Agreement (which will be substantially in the form attached as Exhibit A to this New Agreement, but with such changes, if any, as recommended by Safeguard’s counsel) and Non-Competition Agreement and such agreements have become effective. Safeguard will prepare the final release within five business days of your termination of employment. You will have 21 days in which to consider the release although you may execute it sooner. Please note that the release has a rescission period of seven days after which it becomes effective if not revoked. All other payments will be made to you on the next regularly scheduled payroll date after the date on which they become due. Except with respect to amounts subject to delayed payment because of the application of Section 409A of the Code (as described in the section entitled “Section 409A Compliance” below ), Safeguard will pay interest on late payments at the prime rate in effect at the time Safeguard’s agent bank plus two percent compounded monthly. In addition, Safeguard will pay all reasonable costs and expenses (including reasonable attorney’s fees and all costs of termination, accrued but unused vacation, and reimburse arbitration) incurred by you for to enforce this New Agreement or any unreimbursed business expenses incurred prior obligation hereunder. Such payments will be made to you within 60 days of the date the expense is incurred but in no event later than the date which is on or before the last day of termination;
the calendar year following the year in which the expense is incurred. In this New Agreement, the term “cause” means (iia) your failure to adhere to any written Safeguard policy if you have been given a reasonable opportunity to comply with such policy or cure your failure to comply (which reasonable opportunity must be granted during the Company shall continue ten-day period preceding termination of this New Agreement); (b) your appropriation (or attempted appropriation) of a material business opportunity of Safeguard, including attempting to pay secure or securing any personal profit in connection with any transaction entered into on behalf of Safeguard; (c) your Base Salary at misappropriation (or attempted misappropriation) of any Safeguard fund or property; or (d) your conviction of, or your entering a guilty plea or plea of no contest with respect to, a felony, the rate in effect at equivalent thereof, or any other crime with respect to which imprisonment is a possible punishment. In this New Agreement, the time of termination term “good reason” means (i) your assignment (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iiiyour consent) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageposition, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the title, responsibilities, or duties of a materially lesser status or degree of responsibility than your dependentscurrent position, less the amount payable by an active employee for such coverageresponsibilities, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expireduties; provided, however, that no a mere change in your area of responsibilities will not constitute a material change if you are reasonably suited by your education and training for such Option shall be exercisable after the expiration responsibilities and you remain Senior Vice-President and General Counsel of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination Safeguard; (ii) a reduction of your employmentbase salary; (iii) the relocation of Safeguard’s principal executive offices to a location which is more than 30 miles away from the location of Safeguard’s principal executive offices on the date of this New Agreement; or (iv) Safeguard’s material breach of this New Agreement. Notwithstanding the foregoing, none no event or condition described in clauses (i) through (iv) will constitute good reason unless (a) you give Safeguard written notice of your equity incentive awards shall intention to terminate with respect to any vested or unvested portion subject to such equity award before 90 days following your employment for good reason and the grounds for such termination.
, (b) In the notice described in (a) is provided within 90 days after the event that giving rise to the good reason termination occurs, and (c) such grounds for termination (if susceptible to correction) are not corrected by Safeguard within 30 days after its receipt of such notice. If Safeguard does not correct the ground(s) for termination during the 30-day period following your notice of termination, your termination of employment is terminated by for good reason must become effective within 90 days after the Company end of the cure period in order for Causeyour termination to be treated as a “good reason” termination under this New Agreement. If your termination occurs more than 90 days after the end of the cure period, or by you such termination will be treated as a voluntary termination other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, “good reason” and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall will not be entitled to receive any additional payments and Continued Benefits described in severance benefits under this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofNew Agreement.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In If the event that at any time your Company terminates Executive’s employment is terminated by with the Company without Cause (as defined in the Plan), excluding death or by you Disability) or if Executive resigns from such employment for Good Reason (as defined below)Reason, then:
(i) and, in each case, Executive signs and does not revoke a standard release of claims with the Company shall pay your accrued but unpaid Base Salary in a form acceptable to the Company and subject to Section 9 below, then Executive will receive, in addition to Executive’s salary payable through the date of termination of employment and any other employee benefits earned and owed through the date of termination, at the rate in effect at following benefits from the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;Company:
(iia) the Company shall continue to continuing payments of severance pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary normal payroll practicepolicies at a rate equal to Executive’s Base Salary rate, as then in effect, for: (x) months from the date of such termination without Cause or resignation for Good Reason, if such termination or resignation occurs prior to months before a Change in Control of the Company, or (y) months from the date of such termination without Cause or resignation for Good Reason, if such termination or resignation occurs within months prior to, or months following, a Change in Control of the Company;
(iiib) if such termination or resignation occurs within months prior to, or months following, a Change in Control of the Company, then percent ( %) of any Equity Awards held by Executive as of the date of such termination without Cause or resignation for Good Reason shall immediately vest and become fully exercisable (to the extent permitted by applicable healthcare laws applicable);
(c) if such termination or resignation occurs within months prior to, or months following, a Change in Control of the Company, then Executive shall receive percent ( %) of the Target Bonus for the year in which Executive was terminated without Cause or resigned for Good Reason; and
(d) if Executive elects continuation coverage pursuant to the Consolidated Budget Reconciliation Act of 1985 (“COBRA”) within the time period prescribed pursuant to COBRA for Executive and provided that you make a timely election to continue coverageExecutive’s eligible dependents, then the Company shall pay directly to will reimburse Executive on the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, last day of each month for a period ending (x) months from the date of 180 days such termination without Cause or until he obtains new employmentresignation for Good Reason, whichever comes first if such termination or resignation occurs prior to months before a Change in Control of the Company, or (y) months from the benefits provided date of such termination without Cause or resignation for Good Reason, if such termination or resignation occurs within months prior to, or months following, a Change in this Section 12(a)(iiiControl of the Company, after Executive’s employment termination date for the COBRA premiums paid during such period for such coverage (at the coverage levels in effect immediately prior to Executive’s termination)) ; provided, that such coverage shall be referred to as the “Continued Benefits”)end upon such earlier date that Executive and/or Executive’s eligible dependents become covered under similar plans. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then if the Company shall reimburse you for determines in its sole discretion that it cannot provide the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits benefit described in this Section 12; and
8(b) without potentially violating, or being subject to an excise tax under, applicable law (iii) including, without limitation, Section 2716 of the vesting applicable Public Health Service Act), the Company will in lieu thereof provide to all Equity Awards shall cease immediately and Executive a taxable monthly payment, payable on the you shall have last day of a period of 90 days to exercise any and all vested Equity Awardsgiven month, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant in an amount equal to the terms thereof.
monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the termination of employment date (c) For purposes which amount will be based on the premium for the first month of this Agreement: “Good Reason” shall mean COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (A) any material diminution by the date upon which Executive obtains other employment or (B) the date the Company of your title has paid an amount equal to (including your ceasing x) payments if such termination without Cause or resignation for Good Reason occurs prior to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board months before a Change in Control of the Company); , or (By) payments if such termination or resignation occurs within months prior to, or months following, a material breach by the Company of any Change in Control of the provisions contained Company. For the avoidance of doubt, the taxable payments in this Agreementlieu of COBRA reimbursements may be used for any purpose, whichincluding, if capable of being curedbut not limited to continuation coverage under COBRA, is not cured by the Company within 30 days after written notice thereof by you and will be subject to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentall applicable tax withholdings.
Appears in 1 contract
Sources: Employment Agreement (Capnia, Inc.)
Severance. (a) In Subject to Section 1(b), Annex B and the other terms and conditions of this letter agreement, in the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you resign for Good Reason (any such termination, a “Qualifying Termination”), in addition to any unpaid salary, accrued but unpaid bonus for the year preceding the year of termination, and vested benefits (including, but not limited to, reimbursement for reimbursable business expenses incurred prior to such termination, unused vacation, and unused sick days) owed to you as of the date of such termination, you (or in the event of your death following a Qualifying Termination, your beneficiary) shall be entitled to:
(i) a severance payment (“Severance Payment”) equal to the sum of (x) 9 months of your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of nine (9) months commencing on the first payroll period following the final payment of your Non-Competition Consideration (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior with respect to the date of terminationbonus component, in a lump sum on the 61st day following the Qualifying Termination;
(ii) a monthly payment of an amount equal to the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis monthly premiums for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with continuation coverage under the Company’s ordinary payroll practice;
group health plans (iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the in which you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of termination; and
(ivx) twelve (A12) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days months following the date of such termination, after which time and (y) the Options shall expiredate you become eligible for group health insurance coverage through a new employer (subject to your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (if any) at the applicable active employees’ rate and any administrative fee) (the “COBRA Payments”); provided, however, provided that no if such Option shall be exercisable after continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the expiration Company or any of its maximum term. In order affiliates, as reasonably determined by the Company in its sole discretion, you and the Company will work together to give effect identify an alternative arrangement that provides substantially the same economic benefit as these COBRA Payments without any increase in cost to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.Company; and
(b) In Notwithstanding anything herein to the event contrary, the Company’s (or any of its affiliates’) obligations to pay you the Severance Payments and pay you the COBRA Payments shall be conditioned upon your execution, delivery, and non-revocation of a valid and enforceable release of claims in favor of the Company and its affiliates that is substantially in the form attached hereto as Annex C (the “Release”) which Release, within 60 days after your termination date, has become effective and is no longer subject to revocation under applicable law. Subject to the foregoing and the provisions set forth herein, the Severance Payments and COBRA Payments will commence to be paid to you on the 61st day following your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacationtermination date, and reimburse you for shall include any unreimbursed business expenses incurred Severance Payments and COBRA Payments that were otherwise scheduled to be paid prior to thereto, provided that the date salary component of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award your Severance Payments shall be exercisable after paid to you commencing on the expiration first payroll period following the final payment of its maximum term pursuant to the terms thereofyour Non-Competition Consideration.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company In consideration of your title (including agreement to be bound by, and in return for your ceasing to have compliance with, the title of President terms, conditions, and CEO)restrictions set forth in this letter agreement, duties, authority or Base Salary (including without limitation any requirement the non-competition provisions contained herein, if you are terminated for Cause, or should you resign with or without Good Reason, you will receive continued payment of your base salary at the then-current rate per pay period, reduced by all applicable taxes and withholdings, for a period of three (3) months following your termination. In the event that you report are terminated without Cause, your receipt of the Severance Payments and COBRA Payments shall be conditioned upon your execution of a separation agreement in a form substantially similar to this letter agreement, except that such separation agreement shall contain a 12-month non-competition provision. In the event that you are terminated without Cause, in addition to the Severance Payment you will also receive continued payment of your base salary at the then-current rate per pay period, reduced by all applicable taxes and withholdings, for a period of three (3) months following your termination in consideration for you agreeing to be bound by, and your compliance with, the non-competition provision contained in such separation agreement (this three-month salary continuation, together with the salary continuation described in the first sentence of this Section 1(c), the “Non-Competition Consideration”). The Non-Competition Consideration will be in addition to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by Severance Payments for which you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentare eligible.
Appears in 1 contract
Severance. (a) In Effective as of the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan)Closing Date, or by you for Good Reason (as defined below), then:
(i) the Company Buyer shall pay your accrued but unpaid Base Salary through the date of termination, at the rate have in effect at a severance plan covering Continued Non-Union Employees that contains terms identical in all material respects to those under Seller's Severance Pay Plan for Management Employees as of the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationClosing Date.
(b) In the event that your Buyer shall, subject to any applicable laws, provide a special separation allowance for any Continued Employee whose employment with Buyer is terminated involuntarily by the Company for Cause, or by you Buyer other than for Good Reasoncause on or prior to, then:
in the case of Continued Non-Union Employees, three years after the Closing Date and, in the case of Continued Union Employees, the expiration date of the Collective Bargaining Agreement. Such allowance shall be not less than the sum of four weeks pay plus one week pay for each completed year of service (as determined by aggregating each affected individual's respective service with Seller and Buyer) and shall be payable by Buyer in a lump sum within 30 days after termination of employment. In addition, in the case of each Continued Non-Union Employee described in the first sentence of this Section 9.08(b), Buyer shall pay the Continued Non-Union Employee a lump sum equal to the excess of (i) the Company shall pay your accrued but unpaid Base Salary through actuarial equivalent of the Employee's "potential benefit" under the applicable Buyer's Pension Plans, which such Employee would receive if such Employee's employment continued until three years after the Closing Date and such Employee's base and incentive compensation for such deemed additional period was the same as in effect on the date of terminationsuch Employee's termination of employment with Buyer, at over (ii) the rate in effect at actuarial equivalent of such Employee's "actual benefit" under the time applicable Buyer's Pension Plans, as of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
such Employee's termination of employment from Buyer. For the purpose of the foregoing sentence, (i) the term "potential benefit" shall refer to the monthly pension that would have been payable to the applicable Employee commencing on the first day of the month following the latest of (A) the last day of the deemed additional period, (B) Employee's attainment of age 55, or (C) the earlier of (l) the first date as of which the sum of such Employee's age and years of service, as taken into account in determining the actuarial reduction for commencement prior to normal retirement age that is to be applied to his accrued benefit under the applicable Buyer's Pension Plans, equals 75 or (2) such Employee's attainment of age 65, (ii) you the term "actual benefit" shall not be entitled refer to receive any additional payments the monthly pension payable to such Employee under the applicable Buyer's Pension Plans commencing as of the date determined in accordance with clause (i) of this sentence, and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately actuarial equivalent of the "potential benefit" and the you "actual benefit" shall each be a lump sum payable as of the date of such Employee's termination of employment from Buyer, determined on the basis of the interest rate used to determine the amount of lump sum distributions and, to the extent applicable, other actuarial assumptions then in effect under the applicable Buyer's Pension Plans. Buyer shall also provide outplacement services to such terminated Continued Non-Union Employee appropriate to the level of the Employee's position and job responsibilities. Buyer shall also continue to provide or cause to be provided to any such terminated Continued Employee health insurance coverage and group term and universal life insurance coverage at the same rates as for active Continued Employees for a period equal to the number of weeks of separation allowance which any such terminated Continued Employee is entitled to from Buyer. Buyer shall have the right to require a period of 90 days release in form reasonably satisfactory to exercise any and all vested Equity Awards, after which time all Equity Awards Buyer as a condition for eligibility to receive such separation allowance. The allowance shall expire; provided, however, that no such Equity Award shall be exercisable after the not apply to Continued Employees whose employment is terminated due to death or expiration of its maximum term pursuant sick allowance or other authorized leave of absence or who terminate employment voluntarily. If at any time during the three-year period following the Closing Date, Buyer shall assign a Continued Non-Union Employee to work on a regular basis at a location that is more than fifty miles from the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing location to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board which such Employee is assigned as of the Company); (BClosing Date, Buyer shall offer such Employee the option to terminate employment and receive the severance benefits set forth in this Section 9.08(b) a material breach by the Company of any in lieu of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentreassignment.
Appears in 1 contract
Sources: Asset Purchase and Sale Agreement (Consolidated Edison Co of New York Inc)
Severance. (a) In the event that at any time your employment a. If Executive’s Company Employment is involuntarily terminated by the Company without Cause (as defined in the Plan), or by you if Executive resigns for Good Reason (as defined below)Reason, thenExecutive shall be entitled to the following:
(i) the Company shall pay your accrued but unpaid Base i. Salary through the date Continuation.
ii. Continuation of terminationhealth, dental and vision coverage at the applicable active employee rate in effect at until the time end of terminationthe pay period that includes the last day of the Salary Continuation Period, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred on the same terms as they were provided immediately prior to the date Date of termination;
(ii) Termination, subject to the Company shall Company’s ability to continue to pay your Base make these payments without incurring discrimination penalties under the Patient Protection and Affordable Care Act, Pub. L. No. 111-148, and all applicable regulations and guidance thereunder. Any such coverage provided during the Salary at Continuation Period shall not run concurrently with the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a applicable continuation period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
provisions of the Consolidated Omnibus Budget Reconciliation Act (iii) “COBRA”). If Executive becomes eligible to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageparticipate in another medical or dental benefit plan or arrangement through another employer or spousal plan during such period, the Company shall no longer pay directly for continuation coverage benefits and Executive shall be required to pay the full COBRA premium. Executive is required to notify the Company within thirty (30) days of obtaining other medical or dental benefits coverage. Any coverage provided under this Section 3(a)(ii) shall be subject to such amendments (including termination) of the coverage as the Company shall make from time to time at its sole discretion, including but not limited to changes in covered expenses, employee contributions for premiums, and co-payment obligations, and shall be, to the insurance provider fullest extent permitted by law, secondary to any other coverage Executive may obtain from subsequent employment or any other source.
iii. Reasonable outplacement services, mutually agreed upon by the premium for COBRA continuation coverage for Company and Executive from those vendors used by Company as of the you and the your dependents, less the amount payable by an active employee for such coverageDate of Termination, for a period of 180 days up to twelve (12) months or until he obtains new employmentsubsequent employment is obtained, whichever comes first (occurs first.
iv. Notwithstanding any limitation on the payment of benefits upon termination of employment that may be provided for under its vacation pay policy, Company shall provide Executive a lump sum payment, promptly after the expiration of the revocation period set forth in Appendix B, of the unused vacation pay benefits which Executive had been granted prior to the Date of Termination to the maximum extent permitted pursuant to Section 409A of the Code. Executive shall not be entitled to continuation of compensation or benefits if Executive’s employment terminates for any other reason, including due to death or Disability, except as may be provided under any other agreement or benefit plan applicable to Executive at the time of the termination of Executive’s employment. Executive shall also not be entitled to Salary Continuation or any of the other benefits above if Executive does not meet all of the other requirements under, or otherwise violates the terms of, this Agreement, including the requirements under Section 8. Except as provided in this Section 12(a)(iii3, all other compensation and benefits shall terminate as of the Date of Termination.
b. Subject to subsection (c)) , Company shall pay Executive Salary Continuation in substantially equal installments on each regular salary payroll date for the Salary Continuation Period, except as otherwise provided in this Agreement. Salary Continuation payments shall be referred subject to as the “Continued Benefits”)withholdings for federal and state income taxes, FICA, Medicare and other legally required or authorized deductions. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation obligations of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option pay Salary Continuation shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of postreduced on a dollar-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
for-dollar basis (bbut not below zero) In the event that your employment is terminated by the Company for Causeamount, if any, of fees, salary or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have wages that Executive earns from a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title subsequent employer (including your ceasing to have those arising from self-employment) during the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by Continuation Period. Executive shall promptly notify the Company of any subsequent employment or self-employment and the amount of any such fees, salary, wages or any other form of compensation earned. Any such fees, salary, wages or compensation shall reduce the Salary Continuation payments in reverse chronological order, beginning with the Salary Continuation payment that would be the final Salary Continuation payment in the absence of such reduction. For avoidance of doubt, Executive shall not be obligated to seek affirmatively or accept an employment, contractor, consulting or other arrangement to mitigate Salary Continuation. Further, to the extent Executive does not execute and timely submit the General Release and Waiver (in accordance with Section 8) by the deadline specified therein, or revokes such General Release and Waiver, Salary Continuation payments shall terminate and forever lapse, and Executive shall be required immediately to reimburse the Company for any portion of the provisions contained Salary Continuation paid during the Salary Continuation Period. To the extent such Salary Continuation was paid in a calendar year prior to the calendar year in which such reimbursement is received by the Company, the reimbursement shall be in the gross amount of such Salary Continuation on a pre-tax-withholding basis. To the extent such Salary Continuation was paid in the same calendar year as the reimbursement is received by the Company, the reimbursement shall be in the net amount of such Salary Continuation on an after-tax-withholding basis. In the event such reimbursement is required with respect to Salary Continuation payments that are reported on a Form W-2 for Executive, Executive shall be solely responsible for claiming any related tax deduction, and the Company shall not be required to issue a corrected Form W-2.
c. Notwithstanding anything in this Agreement, whichSection 3 to the contrary, if capable the Salary Continuation payable to Executive during the first six (6) months after Executive’s Separation from Service would exceed the Section 409A Threshold and if, as of being curedthe date of the Separation from Service, Executive is not cured by a Specified Employee, then payment shall be made to Executive on each regular salary payroll date during the Company within 30 days six (6) months of the Salary Continuation Period until the aggregate amount received equals the Section 409A Threshold. Any portion of the Salary Continuation in excess of the Section 409A Threshold that would otherwise be paid during such six (6) months, and any portion of the Salary Continuation that is otherwise subject to Section 409A, shall instead be paid to Executive in a lump sum payment on the date that is six (6) months and one (1) day after written notice thereof by you to the Company; or (C) relocation date of your principal place of employment more than 50 miles without your consentExecutive’s Separation from Service.
Appears in 1 contract
Severance. In consideration of your timely execution of this Agreement and compliance with your continuing obligations to the Company hereunder and under any agreement, plan or policy, the Company will provide you with the following severance benefits (the “Severance Benefits”):
(a) In the event that at any time The Company will make severance payments to you in an amount equal to twelve (12) months of your employment is terminated by the Company without Cause (as defined current base salary in the Plantotal amount of $423,340, plus 100% of your 2024 Target Bonus in the total amount of $254,004 less applicable deductions and withholdings (together, the “Cash Severance Payment”). The Cash Severance Payment shall be made in substantially equal installments over a twelve (12) month period (the “Severance Period”), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with paid on the Company’s ordinary payroll practice;dates, beginning with the first such date which occurs at least eight (8) business days following the Effective Date (as defined herein).
(iiib) to If you timely elect continued coverage under COBRA in the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageCompany’s group health plans, then, as an additional Severance Benefit, the Company shall will pay directly the full COBRA premium to continue your coverage (including coverage for eligible dependents, if applicable) in effect for yourself (and your eligible dependents, if applicable) until the insurance provider earliest of: (A) twelve (12) months following the premium Separation Date; (B) the expiration of your eligibility for COBRA the continuation coverage under COBRA; or (C) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment (such period from the you and Separation Date through the your dependentsearliest of (A) through (C), less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued BenefitsCOBRA Payment Period”). Notwithstanding the foregoing, if at any time the Company determines, in its sole discretion, that the event that applicable healthcare laws do payment of the COBRA premiums would result in a violation of the nondiscrimination rules of Section 105(h)(2) of the Code or any statute or regulation of similar effect (including but not permit continuation of coveragelimited to the 2010 Patient Protection and Affordable Care Act, as amended by the 2010 Health Care and Education Reconciliation Act), then provided you remain eligible for reimbursement in accordance with this Section 3(b), in lieu of providing the COBRA premiums, the Company shall reimburse will instead pay you on the last day of each remaining month of the COBRA Payment Period, a fully taxable cash payment equal to the COBRA premiums for that month, subject to applicable tax withholdings for the costs remainder of obtaining the COBRA Payment Period. You may, but are not obligated to, use the Company’s COBRA reimbursement payment toward medical expenses. If you become eligible for coverage in an amount not under another employer’s group health plan through self-employment or otherwise cease to exceed be eligible for COBRA during the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described provided in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease clause, you must immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by notify the Company of your title (including your ceasing to have the title of President such event, and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in all payments and obligations under this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentclause will cease.
Appears in 1 contract
Severance. In the event Employee's employment is "Terminated without Cause" or Employee voluntarily terminates his employment as a result of a "Constructive Discharge" by Employer prior to Employee's normal retirement date, Employee shall be entitled to receive as severance payment, and Employer shall pay to Employee severance payments in an amount equal to eighteen (18) months' worth of the greater of (a) In the event that at any time your employment is terminated by the Company without Cause salary payment Employee received immediately prior to such termination or (as defined in the Plan), or by you for Good Reason (as defined below), then:
(ib) the Company shall pay your accrued but unpaid Base Salary through amount of salary payment Employee is receiving at the date of this Agreement, payable at the same intervals as Employee's salary had been paid. Such severance payments shall be made for a period of eighteen (18) full calendar months following such termination, together with a pro rata amount for any partial calendar month following such termination, and except with respect to the last six (6) months of payments, shall not be subject to mitigation. In addition, Employer shall provide to Employee during the period when severance payments are paid either (a) all the fringe benefits maintained by Employer which were available to Employee on the date of termination or, if different, (0) all of the fringe benefits available to Employee at the rate date of this Agreement as described on Schedule A attached hereto; Employee may elect between options (a) and (b) at the time of Employee's termination. Such benefits will be provided on the terms and conditions in effect as of the date either of termination or this Agreement as chosen by Employee, but in either case shall be subject to mitigation. The amount of Employee's salary as of the date of this Agreement is also set forth on Schedule A. The aforesaid severance payments and maintenance of fringe benefits shall be in addition to and not in lieu of the base salary, bonus compensation, accumulated vacation pay and other employee benefits payable to Employee at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred on account of service prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such Employee's termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: Severance and Bonus Program Management Incentive Agreement (Camelot Music Holdings Inc)
Severance. (a) In As of the event that at any time Effective Date, the section entitled “Severance” in the Offer Letter is amended and restated in its entirety to read as follows: If the Company terminates your employment is terminated by the Company without other than for Cause (as defined in the Planbelow), or by if you terminate your employment for Good Reason (as defined below), then:
the Company will pay you: (i) on the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days 60th day following the date of such termination (unless that day is not a business day, in accordance with which case such payments will be made on the immediately succeeding business day), a lump-sum severance amount equal to 100% of the net present value of your then-current annual base salary in effect as of the date of termination (discounted using the applicable Federal Rate for short-term obligations for the month in which the termination occurs), and (ii) if you timely elect continued coverage under the Company’s ordinary payroll practice;
(iii) medical plan or plans pursuant to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageCOBRA, the Company shall pay directly to the insurance provider the applicable premium required for COBRA continuation coverage for the you (and the your spouse and eligible dependents, less as applicable, if they were covered under the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you insurance immediately prior to the termination of your employment) until the earlier of the date you receive equivalent coverage from a successor employer, or the first anniversary of the date of such termination; and
provided that the severance payments described in clauses (ivi) and (Aii) all unvested Restricted Stockof this paragraph shall be subject to the condition precedent that you shall have executed and delivered to the Company a general release of claims in form and substance satisfactory to the Company (which release shall be provided by the Company to you within three business days of the date of such termination of employment), Options, Option Shares and any other Company equity compensation awards (collectivelylegally required revocation period applicable to such release shall have expired without you revoking such release, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar both within 60 days following the date of such termination. If such release is timely delivered and becomes irrevocable, after which time an amount equal to 1/12 of the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth lump sum severance amount specified in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
clause (i) of this paragraph shall constitute consideration for your delivery of the release pursuant to this paragraph (the “Release Consideration”). You acknowledge and agree that the amounts, if any, which may be payable under this paragraph are in lieu of and not in addition to any severance payments which may be generally available to employees of the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate and you hereby waive any right you may have in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions severance payments not contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentparagraph.
Appears in 1 contract
Severance. 3.1 The Employee and the Employer hereby agree that, notwithstanding Section 9 of the Employment Agreement, the Employee’s Severance shall not be paid to him in a lump sum on the Termination Date. In lieu thereof, during the period from the Termination Date to March 31, 2008 inclusive (a) In the event “Salary Continuance Period”), the Employer shall pay the Employee, on a semi-monthly basis according to the Employer’s regular payroll practices, amounts equal to the basic wages that at any time your employment is terminated the Employee was earning from the Employer immediately prior to the Termination Date (less applicable deductions and withholdings). The aggregate net amount paid by the Company without Cause Employer to the Employee during the Salary Continuance Period, together with the aggregate amount of deductions and withholdings withheld by the Employer, in accordance with its regular payroll practices and pursuant to this Section 3.1, are hereinafter referred to, collectively, as the “Salary Continuance Amount”.
3.2 Subject to Section 3.3, on the earliest to occur of (as defined i) June 30, 2008, (ii) the date on which the Employer closes a financing for total gross proceeds in the Plan)an aggregate amount of at least U.S.$10,000,000, whether by way of debt, equity or by you for Good Reason otherwise, and whether such financing is effected in a single transaction or a series of related or unrelated transactions, and (as iii) a Change of Control (defined below), then:
the Employer shall pay the Employee, in a lump sum, an amount equal to (iA) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
Employee’s Severance minus (iiB) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependentsContinuance Amount, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first applicable deductions and withholdings (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued BenefitsSeverance Balance”). Notwithstanding “Change of Control” shall be deemed to have occurred when: (a) any Person, other than a Person or a combination of Persons presently owning, directly or indirectly, more than 20% of the foregoingissued and outstanding voting securities of the Employer, acquires or becomes the beneficial owner of, or a combination of Persons acting jointly and in concert acquires or becomes the event beneficial owner of, directly or indirectly, more than 50% of the voting securities of the Employer, whether through the acquisition of previously issued and outstanding voting securities or of voting securities that applicable healthcare laws do have not permit continuation of coveragebeen previously issued, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stockany combination thereof, Options, Option Shares and or any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for transaction having a period of 90 calendar days following the date of such termination, after which time the Options shall expiresimilar effect; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by Employer merges with one or more corporations, including, without limitation, any Subsidiary or Affiliate of the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12Employer; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes the Employer sells, leases or otherwise disposes of this Agreement: “Good Reason” shall mean all or substantially all of its assets and undertaking, whether pursuant to one or more transactions; (Ad) any material diminution Person not part of existing management of the Employer or any Person not controlled by existing management of the Employer enters into any arrangement to provide management services to the Employer which results in either (Y) the termination by the Company Employer, for any reason other than Just Cause, of your title (including your ceasing to have the title employment of any two of the Chairman and Chief Executive Officer, President and CEO)Chief Operating Officer, dutiesChief Financial Officer and General Counsel within three months of the date such arrangement is entered into or (Z) the termination by the Employer, authority or Base Salary (including without limitation for any requirement that you report to any person(s) reason other than the Board Just Cause, of the Company); (B) a material breach by the Company employment of any all such senior executive personnel within six months of the provisions contained in this Agreement, which, if capable of being cured, date that such arrangement is not cured by the Company within 30 days after written notice thereof by you to the Companyentered into; or (Ce) relocation the Employer enters into any transaction or arrangement which would have the same, or similar, effect as the transactions referred to in (a), (b), (c) or (d) of your principal place of employment more than 50 miles without your consentthis sentence.
Appears in 1 contract
Severance. (a) In Subject to Section 1(b), Annex B and the other terms and conditions of this letter agreement, in the event that, during the Termination Period, your employment is terminated without Cause or you resign for Good Reason (any such termination during the Termination Period, a “Qualifying Termination”), in addition to any unpaid salary, accrued but unpaid bonus for the year preceding the year of termination, and vested benefits (including, but not limited to, reimbursement for reimbursable business expenses incurred prior to such termination, unused vacation, and unused sick days) owed to you as of the date of such termination, you (or in the event of your death following a Qualifying Termination, your beneficiary) shall be entitled to:
(i) a severance payment (“Severance Payment”) equal to 1.0 times the sum of (x) your then annual base salary and (y) your target bonus for the year of termination, which Severance Payment shall be paid to you, with respect to the salary component, in substantially equal installments in accordance with the Company’s regular payroll policies over a period of twelve (12) months following the date of such termination, and with respect to the bonus component, in a lump sum;
(ii) a monthly payment of an amount equal to the monthly premiums for continuation coverage under the Company’s group health plans (in which you and your applicable covered dependents participated immediately prior to your Qualifying Termination) for the period beginning on your employment termination date and ending on the earlier of (x) twelve (12) months following the date of such termination, and (y) the date you become eligible for group health insurance coverage through a new employer (the “COBRA Payments”) (subject to your timely completion and submission of the necessary election forms, and further subject to your co-payment of the monthly premiums (if any) at the applicable active employees’ rate and any administrative fee); provided that if such continuation coverage violates federal non-discrimination laws or rules applicable to such group health insurance plan(s) in a manner that adversely affects the Company or any of its affiliates, as reasonably determined by the Company in its sole discretion, you and the Company will work together to identify an alternative arrangement that provides substantially the same economic benefit as these COBRA Payments without any increase in cost to the Company; and
(iii) vesting of the outstanding equity award granted to you by the Company that is listed in Annex C (“Equity Award”), to the following extent (“Equity Vesting”): the Equity Award will vest on a monthly basis at the rate of 1/48th of the total shares underlying the Equity Award during the twelve (12) month period following the date of your Qualifying Termination, notwithstanding the vesting schedule that would have applied had you remained continuously employed by the Company during such twelve (12) month period. Any portion of the Equity Award that is not vested by the dates set forth above shall be forfeited and cancelled in its entirety on such applicable date.
(b) Notwithstanding anything herein to the contrary, the Company’s (or any time of its affiliates’) obligations to pay you the Severance Payments, pay you the COBRA Payments, and provide you the Equity Vesting as described in Section 1(a)(iii) shall be conditioned upon your execution, delivery, and non-revocation of a valid and enforceable release of claims in favor of the Company and its affiliates that is substantially in the form attached hereto as Annex D (the “Release”) which Release, within 60 days after your termination date, has become effective and is no longer subject to revocation under applicable law. Subject to the foregoing and the provisions set forth herein, the Severance Payments and COBRA Payments will commence to be paid to you on the 61st day following your employment termination date, and shall include any Severance Payments and COBRA Payments that were otherwise scheduled to be paid prior thereto. Subject to the foregoing and the provisions set forth herein, vesting and forfeiture of the Equity Award shall be suspended during the sixty (60) day period following the date of your Qualifying Termination (“Suspension Period”), and such Equity Award shall vest only (including those scheduled to vest during the Suspension Period) at the end of and following the Suspension Period in accordance with Section 1(a)(iii) if you timely execute and do not revoke the Release during the Suspension Period. 2750/70442-001 CURRENT/90160770v3
(c) Notwithstanding anything herein to the contrary, a Qualifying Termination shall occur only if such termination occurs on or following the Company’s hiring of a new Chief Executive Officer of the Company who is not currently employed by the Company (“New CEO”) or if such termination is in connection with, or otherwise related to the hiring of a New CEO. Any termination that occurs as a result of any action by the Company’s current Chief Executive Officer shall not be a Qualifying Termination under this letter agreement. Notwithstanding anything in this Section 1 to the contrary, in the event your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason on or after the execution date of this letter agreement but before the Commencement Date, and your termination follows, is in connection with, or is otherwise related to, the hiring of a New CEO, you shall be deemed for purposes of this letter agreement to have had a Qualifying Termination on the Commencement Date and therefore entitled to the Severance Payments, COBRA Payments, and Equity Vesting under Section 1 (as defined below)in addition to any salary or bonus earned, then:
(i) the Company shall pay your accrued but unpaid Base Salary through health benefits provided, or Equity Award vesting on the date of termination, at the rate in effect at the time your actual termination of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior employment to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageCommencement Date), the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofand conditions set forth therein.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. In the event of a termination of this Agreement under Section 9, the following shall apply:
a. If this Agreement and Executive’s employment hereunder terminates as a result of Executive’s Disability, then Executive shall receive the following: (i) his Base Salary, benefits earned, and business expenses properly incurred through the date of termination; and (ii) 60% of his then-current Base Salary for 12 months after such termination of employment, during which time Executive shall be eligible to participate in Company’s then applicable health care plan at the then regular employee contribution rate; provided that, if Executive cannot continue to participate in Company plans providing such benefits, then Company shall otherwise provide such benefits on the same after-tax basis as if continued participation had been permitted.
b. If Company terminates this Agreement and Executive’s employment hereunder without Cause or if Executive terminates this Agreement and Executive’s employment hereunder with Good Reason, then Executive shall receive the following: (i) his Base Salary, benefits earned, business expenses properly incurred, and pro-rated annual performance based incentive compensation through the date of termination; (ii) the lesser of (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid an amount equal to 1.5 times Executive’s highest annual Base Salary rate during the 12 month period immediately before such termination or (b) continuation of the Base Salary for the remainder of the Initial Term, payable in a single lump sum; (iii) reimbursement, up to a maximum of 18 months, for premium payments for any COBRA coverage Executive elects, if any; (iv) immediate vesting of all stock options and/or restricted stock units granted through the date of termination, at regardless of the rate in effect at the time provisions of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, agreement; and (Bv) all Options will remain exercisable for a period continued earning/vesting of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary Performance Based Units granted through the date of termination, at according to the rate Performance Based Restricted Stock Unit Award Agreement (including the provisions regarding payment after a Change of Control of the Company) as if Executive’s employment continued through the date of earning/vesting of any such Unit.
c. For any termination other than those listed in effect at the time of terminationSection 10.a.-b., accrued but unused vacationExecutive shall receive only his Base Salary, benefits earned, and reimburse you for any unreimbursed business expenses properly incurred prior to through the date of termination;.
d. Upon termination for any reason, Executive (i) shall provide reasonable cooperation to Company at Company’s expense in winding up Executive’s work for Company and transferring that work to other individuals as designated by Company, and (ii) you shall reasonably cooperate with Company in any investigation or litigation/future investigation or litigation as requested by Company.
e. To be eligible for any payments under this Section beyond regular employee benefits earned through the date of termination, Executive must (i) execute and deliver to Company a final and complete release in a form that is reasonably acceptable and approved by Company, and (ii) in Company’s good faith belief, be in full compliance with his Restrictive Covenant Agreement and his Confidentiality Agreement.
f. In connection with any severance payments under Section 10.b., Executive shall have no duty to mitigate his damages by seeking other employment, and Company shall not be entitled to set off against amounts payable hereunder any compensation that he may receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereoffrom future employment.
(c) For purposes g. In the event of this a Qualifying Termination after a Change In Control under Executive’s separate Change In Control Severance Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentthat separate agreement shall apply.
Appears in 1 contract
Sources: Employment Agreement (Compass Minerals International Inc)
Severance. (ai) In Without otherwise limiting the “at-will” nature of your employment, in the event that at any time during the Employment Period your employment is terminated at any time by the Company (or any of its subsidiaries or affiliates, as applicable, or any of their respective successors or assigns) without Cause (excluding by reason of your death and Disability (as defined in the Planbelow), ) or by you for Good Reason (as defined below), in each case prior to a Change in Control (as defined below) or more than twelve (12) months following a Change in Control, then:
, in addition to the Termination Payment and any Acceleration Benefits set forth in Section 5(c) below, the Company shall provide the following payments and benefits (“Severance Benefits”): (i) the Company shall pay continued payment of your accrued but unpaid Base Salary through the date of termination, base salary at the then-current rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to per pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) period for a period of 180 days twelve (12) months following the date of your termination date, in accordance with the Company’s ordinary then-current payroll practice;
policies and practices, (ii) payment of your Target Bonus pro-rated for the portion of the then-current calendar year during which you were employed by the Company, on the Payment Date (as defined below) (but in all events within sixty (60) days following the last day of your employment), and (iii) provided you timely elect and remain eligible for coverage pursuant to COBRA, payment or reimbursement to you of an amount equal to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the full monthly premium for COBRA continuation coverage under the Company’s medical plans as in effect on the date of your termination with respect to the level of coverage in effect for the you and your eligible dependents as of the date of your dependentstermination, less on a monthly basis on the amount payable first business day of the calendar month next following the calendar month in which the applicable COBRA premiums were paid, with respect to the period from the date of your termination until the earlier of (x) twelve (12) months following such date and (y) the date you become eligible for coverage under a subsequent employer’s medical plan.
(ii) In the event at any time during the Employment Period your employment is terminated at any time by an active employee the Company (or any of its subsidiaries or affiliates, as applicable, or any of their respective successors or assigns) without Cause (excluding by reason of your death and Disability) or by you for such coverageGood Reason, in each case on or within twelve (12) months after a Change in Control, then, in addition to the Termination Payment and any Acceleration Benefits set forth in Section 5(c) below, the Company shall provide the following payments and benefits (“Change in Control Severance Benefits”): (i) continued payment of your base salary at the then-current rate per pay period for a period of 180 days or until he obtains new employment, whichever comes first eighteen (the benefits provided in this Section 12(a)(iii)18) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoingmonths following your termination date, in accordance with the event that applicable healthcare laws do not permit continuation Company’s then-current payroll policies and practices, (ii) payment of coverage, then the Company shall reimburse you your Target Bonus for the costs calendar year during which your date of obtaining termination occurs, on the Payment Date (but in all events within sixty (60) days following the last day of your employment), and (iii) provided you timely elect and remain eligible for coverage in pursuant to COBRA, payment or reimbursement to you of an amount not equal to exceed the full monthly premium for COBRA continuation coverage amounts paid or payable by you immediately prior to under the Company’s medical plans as in effect on the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares your termination with respect to the level of coverage in effect for you and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period your eligible dependents as of 90 calendar days following the date of such your termination, after on a monthly basis on the first business day of the calendar month next following the calendar month in which time the Options shall expire; providedapplicable COBRA premiums were paid, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect with respect to the foregoing provision, notwithstanding period from the date of your termination until the earlier of (x) eighteen (18) months following such date and (y) the date you become eligible for coverage under a subsequent employer’s medical plan. Notwithstanding anything to the contrary set forth and for the avoidance of doubt, any Change in Control Severance Benefits paid to you shall be instead of, and not in addition to, any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect Severance Benefits that may be paid to any vested or unvested portion subject to such equity award before 90 days following such terminationyou.
(biii) In The Termination Benefits payable under this Section 5(b) shall be paid or commence on the event that your employment is terminated by first payroll period following the Company for Cause, or by you other than for Good Reason, then:
date the Release becomes effective (ithe “Payment Date”) and the Company first payment shall pay your include all accrued but unpaid Base Salary through amounts from the date of termination, at provided that if the rate in effect at period during which you may deliver the time of terminationRelease required hereunder spans two (2) calendar years, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award Payment Date shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other no earlier than the Board January 1 of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentsecond calendar year.
Appears in 1 contract
Severance. (a) In the event that at any time your Executive’s employment is terminated by the Company without Cause (as defined in the Plan)Cause, or by you Executive for Good Reason (as defined below)Reason, then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect required by this Agreement at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make the Executive makes a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you Executive and the your Executive’s dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided described in this Section 12(a)(iii)9(a) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you Executive for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Executive immediately prior to the date of termination; and
(iv) (A) the vesting applicable to all unvested Restricted Stock, Options, Option Shares Options and any other Company equity compensation incentive awards granted during the Term (collectively, the “Equity Awards”) you then hold shall cease immediately vest in full, and (B) all Options will remain exercisable for the Executive shall have a period of 90 calendar days following the date of such terminationto exercise any and all vested Equity Awards, after which time the Options all Equity Awards shall expire; provided, however, that no such Option Equity Award shall be exercisable after the expiration of its maximum term. In order to give effect term pursuant to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationterms thereof.
(b) In the event that your Executive’s employment is terminated by the Company for Cause, or by you Executive other than for Good Reason, then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you Executive shall not be entitled to receive any additional payments and or Continued Benefits described in this Section 129; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you Executive shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) If (i) Executive’s employment is terminated at any time beginning on the date that is 90 calendar days prior to the effective date of a Change of Control; or (ii) upon a Change of Control the successor corporation (or a parent or subsidiary of the successor corporation) (1) does not offer Executive employment on terms comparable to Executive’s then existing terms of employment with the Company and in connection therewith, Executive terminates his employment for Good Reason; or (2) Executive’s employment is terminated by such successor corporation without Cause or by Executive for Good Reason, within one (1) year following such Change of Control, then:
(i) the Company shall pay Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) the Company shall provide the Continued Benefits to Executive for a period of 180 days following the date of termination or until she obtains new employment, whichever comes first; and
(iv) all unvested Equity Awards shall immediately vest in full and remain exercisable, if applicable, for a period of 90 calendar days following the date of such termination; provided, however, that no such option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an Equity Award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of the Executive’s employment, none of Executive’s equity incentive awards shall terminate with respect to any vested or unvested portion subject to such Equity Award before 90 days following such termination.
(d) This Section 9 sets forth the only obligations of the Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 9. Further, notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay, and Executive shall have no right to receive, any compensation, benefits or other consideration provided for in this Section 9 (other than any accrued but unpaid Base Salary through the date of termination and any reimbursement of unreimbursed expenses incurred prior to the date of termination) (the “Severance Payments”) unless Executive executes an agreement substantially in the form attached hereto (the “Release Agreement”) releasing the Company from any and all liability in connection with the Executive’s employment or the termination thereof that becomes effective no later than 60 days following Executive’s termination (the “Release Deadline”). Except as required by Section 10, the Severance Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Severance Payments (or any portion thereof) constitute “deferred compensation” within the meaning of Section 409A (as defined in Section 10) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Severance Payments (or such portion thereof that constitute “deferred compensation”) will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Severance Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Severance Payments commence.
(e) Effective as of the date of any termination of the Executive’s employment, unless otherwise agreed to by Executive and the Board, upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all offices held at the Company or any subsidiary or other affiliate of the Company at the date of such termination, including without limitation the position of Executive Vice President and CFO.
(f) The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under this Section 9.
(g) The provisions of this Section 9 shall survive any termination of this Agreement.
(h) For purposes of this Agreement: , “Good ReasonCause” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of include any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.following:
Appears in 1 contract
Severance. (a) In the event that at any time your employment is If you are terminated by the Company without Cause (as defined below) absent a Change in Control (as defined in the Grace Therapeutics, Inc. 2024 Equity Incentive Plan) of the Company, you will receive (i) your accrued but unpaid salary through the date of termination, (ii) any unreimbursed business expenses incurred by you payable in accordance with the “Expense Reimbursement” section above through the date of termination, and (iii) benefits owed to you under any qualified retirement plan or health and welfare benefit plan in which you were a participant in accordance with applicable law and the provisions of such plan (collectively, the “Accrued Obligations”) and, provided that you execute and deliver to the Company within sixty (60) days of your termination a general release of claims in a form acceptable to the Company, and do not revoke the same, the Company shall pay you (i) a continuation of your base salary then in effect for six (6) months, payable beginning on the first regular payroll date following the effective date of the release; provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and (ii) if you timely elect continued coverage under the Company’s health and welfare plans pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, and the regulations promulgated thereunder (“COBRA”), then the Company will pay or reimburse your premiums for the six (6) months of such coverage on terms no less favorable than those terms in effect as of the date of this Amendment No. 1 (provided that such COBRA payment or reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you are eligible for coverage under another employer’s health plan) payable beginning on the first regular payroll date following the effective date of the release; provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year). Any unvested and outstanding equity awards shall be forfeited upon a termination by the Company without Cause absent a Change in Control of the Company. If you are terminated by the Company without Cause or you resign for Good Reason (as defined below), then:
) in connection with or within twelve (i12) months following a Change in Control of the Company shall pay your accrued but unpaid Base Salary through you will receive the date of terminationAccrued Obligations and, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make execute and deliver to the Company within sixty (60) days of your termination or resignation, as the case may be, a timely election general release of claims in a form acceptable to continue coveragethe Company, and do not revoke the same, the Company shall pay directly you (i) a cash payment equal to six (6) months of your base salary plus target bonus then in effect, net of deductions and tax withholdings, as applicable, payable beginning on the insurance provider first regular payroll date following the premium for COBRA continuation effective date of the release; provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and (ii) if you timely elect continued coverage for under the you Company’s health and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred welfare plans pursuant to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverageCOBRA, then the Company shall will pay or reimburse you your premiums for the costs six (6) months of obtaining such coverage on terms no less favorable than those terms in an amount not to exceed the coverage amounts paid or payable by you immediately prior to effect as of the date of terminationthis Amendment No. 1 (provided that such COBRA payment or reimbursement shall terminate on such earlier date as you are no longer eligible for COBRA coverage or you are eligible for coverage under another employer’s health plan) payable beginning on the first regular payroll date following the effective date of the release; and
provided that, if the release execution period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. Any unvested and outstanding equity awards shall be fully vested and exercisable upon such termination or resignation, as the case may be, in connection with or within twelve (iv12) (A) all unvested Restricted Stock, Options, Option Shares and months following a Change in Control of the Company. You are not entitled to any other Company equity compensation awards (collectivelywages, “Equity Awards”) you then hold shall immediately vest in fullcommissions, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such terminationvacation pay, after which time the Options shall expire; providedsick pay, howeverbonuses, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provisionbenefits, notwithstanding anything to the contrary severance or other compensation, other than as expressly set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares this Amendment No. 1 upon a termination of service without Cause or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than resignation for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In Subject to Section 11 and to Executive’s execution, delivery and non-revocation of a general release substantially in the event that form attached hereto as Exhibit “A” (the “Release”), if a Termination of Executive’s employment occurs at any time your employment is terminated by during the Company without Cause (as defined in the Plan)Term, or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Executive compensation for the next twelve months on regular payroll dates at twice the rate of Base Salary at the rate in effect at as of the time date of Termination, such compensation totaling over the twelve month period two (2) times Executive’s Base Salary in effect as of the date of Termination, (ii) following the first anniversary of the date of Termination the Company shall pay Executive an amount equal to 200% of the Base Salary in effect as of the date of Termination, such amount to be paid in equal payments on regular payroll dates over the next twelve months and (iii) beginning on the date of Termination the Company shall pay Executive an amount equal to the Executive’s Base Salary in effect as of the date of Termination, multiplied by the percentage of the calendar year of the termination that has lapsed through the date of Termination, such amount to be paid in equal payments on regular payroll dates over the next twenty four months. The compensation payable under this subsection (without regard a) shall be subject to any reduction required tax withholding and shall not begin until the eighth day after Executive’s delivery of the executed Release to the Company provided that Executive shall have not previously revoked the Release. One half of each payment shall constitute “Severance Pay” and one half shall constitute “Covenant Pay. Notwithstanding any other provision of this Agreement, in no event shall the payments provided for in this Section 10(a) exceed an amount equal to 250% of the sum of the Executive’s Base Salary that served and Target Bonus in effect as of the basis date of Termination.
(b) Subject to Executive’s execution, delivery and non-revocation of the Release, Executive shall also be entitled for a resignation for Good Reason) for a period of 180 days 24 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election Termination to continue coverageto participate at the same level of coverage and Executive contribution in any health, the Company shall pay directly dental, disability and life insurance plans, as may be amended from time to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoingtime, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you which Executive was participating immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any Termination. Such participation will terminate 30 days after Executive has obtained other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after employment under which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum termExecutive is covered by equal benefits. In order Executive agrees to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by notify the Company for Causepromptly upon obtaining such other employment. At the option of Executive, or COBRA coverage will be available, as provided by you other than for Good Reason, then:
(i) the law and/or Company shall pay your accrued but unpaid Base Salary through the date of terminationpolicy, at the rate in effect at the time termination of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofextended benefits as provided above.
(c) For purposes If Executive shall die following his Termination, the payments and benefits provided under this Section 10 shall continue to be paid and/or provided to his estate.
(d) In the event of this Agreement: “Good Reason” Executive’s Termination, all stock options granted to Executive under the 2002 Equity Plan on or before the Effective Date that are outstanding on the date of Termination shall mean (A) any material diminution automatically become vested and exercisable and shall remain exercisable for two years following the date of Termination or until their expiration pursuant to the terms of the applicable stock option award agreement, whichever is earlier. Upon Executive’s Termination, all Performance Awards granted to Executive under the 2002 Equity Plan on or before the Effective Date shall be treated as provided in the Performance Share Unit Award Agreement as if Executive’s employment is Terminated by the Company of your title involuntarily (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than for cause) immediately following a Change in Control, except that if Executive’s Termination occurs after the Board of Committee determines that the Company); Performance Goals have been attained but before the Payment Date (Bdetermined as though there is no Change in Control) a material breach the Performance Awards shall be treated and paid as if Executive continued to be employed by the Company through the Payment Date (determined as though there is no Change in Control). All shares of Restricted Stock granted to Executive on or before the Effective Date and any deferred compensation granted to Executive shall automatically be vested. The provisions of the provisions contained in this Agreementparagraph shall be deemed incorporated by reference into Executive’s stock option award, whichPerformance Award, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentRestricted Stock award and deferred compensation agreements accordingly.
Appears in 1 contract
Severance. (a) In If Employee’s employment with the event that at any time your employment Company is terminated by the Company without Cause (as defined in the Plan), or by you for Employee with Good Reason prior to the Expiration Date, and provided that Employee signs and delivers to the Company a Confidential Severance and Release Agreement in a reasonable form as provided by the Company (the “Release Agreement”) within 60 days following the termination of Employee’s employment with the Company (such 60th day being referred to as defined below)the “Release Date”) and does not revoke such signed Release Agreement, thenEmployee shall be entitled to receive severance compensation equal to the following:
(i) if the Company shall pay your accrued but unpaid Base Salary through the date Date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred Termination occurs prior to the date first anniversary of termination;the Effective Date, 100 percent (100)% of the sum of the Employee’s annual Base Salary and Target Bonus for purposes of the MIP in effect for the year in which the Termination Date occurs (determined regardless of the actual results of the Company for that year) or
(ii) if the Date of Termination occurs on or after the first anniversary of the Effective Date and prior to the Expiration Date, 75 percent (75)% of the sum of the Employee’s annual Base Salary and Target Bonus for purposes of the MIP in effect for the year in which the Termination Date occurs (determined regardless of the actual results of the Company for that year), which amount under Section 5(a)(i) or (ii), as applicable, shall continue be payable in nine (9) monthly installments equal to pay your Base Salary one-ninth of such severance compensation, subject to required withholding, payable at the rate in effect at end of each of the time of termination next nine (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason9) for a period of 180 days full calendar months following the date of termination in accordance with first full calendar month following the Company’s ordinary payroll practice;Release Date, and
(iii) to if the extent permitted by applicable healthcare laws Employee timely and provided that you make a timely election to continue coverageproperly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), the Company shall pay directly to reimburse the insurance provider the premium for COBRA continuation coverage Employee for the you monthly COBRA premium paid by the Employee for Employee and Employee’s dependents who were covered immediately preceding the your dependents, less the amount payable by an active employee for such coverage, for a period Date of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Termination. The reimbursement under Section 12(a)(iii)5(a)(2) shall be referred paid to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately Employee prior to the date last day of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall the month immediately vest following the month in fullwhich the Executive timely remits the premium payment, and the Employee shall be eligible to receive such reimbursement until the earliest of: (Bi) all Options will remain exercisable for a period the 12-month anniversary of 90 calendar days following the Date of Termination; (ii) the date of such terminationthe Employee (or Employee’s dependents, after if applicable) is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service Employee receives substantially similar coverage from another employer or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationother source.
(b) In Notwithstanding anything to the event that your contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, all employee policies of the Company and any obligation relating to the treatment of Company confidential information and any non-compete obligation.
(c) If Employee’s employment with the Company is terminated by the Company for CauseCause or death or Disability, or by you other than for Employee resigns without Good Reason, then:
Employee shall be entitled to receive: (i) the Company shall pay your accrued but unpaid Employee’s Base Salary earned and payable through the date of termination, at the rate in effect at the time of termination, Termination Date; (ii) any accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior /time off to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12extent required under applicable law; and
(iii) the vesting applicable to reimbursement for all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant incurred but unreimbursed expenses to the terms thereofextent Employee is entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date.
(cd) For purposes of this Agreement: “Good Reason” , the following terms shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.meanings set forth below:
Appears in 1 contract
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) Subject to the termination rights set forth above, this Agreement, and both parties’ obligations hereunder, shall expire without notice upon the Expiration Date. Notwithstanding the termination of this Agreement on the Expiration Date, the Company shall will pay your to you: (1) any accrued but unpaid Base Salary due to you through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
Expiration Date (ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination payable in accordance with the Company’s ordinary normal payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board practices of the Company); (B2) any accrued but unpaid vacation to the extent required by law or in accordance with Company policies; (3) any unreimbursed business expenses (payable as provided in Paragraph 4(c) above); (4) any other unpaid amounts, if any, then due to you under Company benefit plans or programs (which shall be payable as provided by the terms and conditions of such plans or programs); and (5) the full amount of your Performance Bonus for the calendar year in which the termination of this Agreement occurs (i.e., if the Expiration Date is December 31, 2014, you will be entitled to the full amount of your Performance Bonus, if any, for the 2014 calendar year), with such amount to be payable when otherwise due pursuant to Paragraph 3(b) above.
(ii) If, either (x) you properly effectuate your Good Reason termination rights under Paragraph 5(c) above, or (y) the Company exercises its Services No Longer Required termination rights under Paragraph 5(b) above or otherwise terminates you without Cause, then in either such event you shall receive: (1) for the period of time equal to the longer of the remainder of the Initial Term or the then current Renewal Period, as the case may be, and three (3) months from the date of termination, (x) continued payment of your Base Salary as such remaining Base Salary payments become due in accordance with normal payroll practices, and (y) benefits, including medical insurance coverage, as provided under Paragraph 4(a) above, subject to the terms and conditions of such benefit plans; (2) any accrued but unpaid vacation to the extent required by law or in accordance with Company policies; (3) any unreimbursed business expenses (payable as provided in Paragraph 4(c) above); (4) any other unpaid amounts, if any, then due to you under Company benefit plans or programs (which shall be payable as provided by the terms and conditions of such plans or programs); and (5) a material breach pro rata portion of your Performance Bonus pursuant to Paragraph 3(b) above for the calendar year in which such termination occurs. In addition, vesting of the Class E Common Units issued to you pursuant to the Class E Award will accelerate and vest through the end of the Initial Term or the then current Renewal Period, as the case may be, to the same extent as if this Agreement not been terminated until the end of the Initial Term or the then current Renewal Period, as the case may be.
(iii) If the Company exercises its termination rights under Paragraph 5(d) above as a result of your Disability, then in such event you shall receive: (1) any accrued but unpaid Base Salary due to you through the date of termination (payable in accordance with the normal payroll practices of the Company); (2) any accrued but unpaid vacation to the extent required by law or in accordance with Company policies; (3) any unreimbursed business expenses (payable as provided in Paragraph 4(c) above); (4) any other unpaid amounts, if any, then due to you under Company benefit plans or programs (which shall be payable as provided by the Company terms and conditions of any such plans or programs); and (5) a pro rata portion of your Performance Bonus pursuant to Paragraph 3(b) above for the calendar year in which such termination occurs.
(iv) The obligations of the provisions contained Company set forth in this AgreementParagraph 5 shall in all cases be conditioned on the parties executing a general, whichmutual release of legal claims and in a form that is satisfactory to Company in its reasonable discretion. The Company, if capable in its sole discretion, may elect to pay the amounts due to you pursuant to this Paragraph 5, or any portion thereof, as a separate cash payment in addition to all compensation due and owing to you under this Agreement or as continued compensation under this Agreement for a period of being cured, is not cured by the Company within 30 days after written notice thereof by you time immediately prior to the Company; or (C) relocation expiration of your principal place of employment more than 50 miles without your consentthis Agreement during which you will be required to perform no services.
Appears in 1 contract
Sources: Employment Agreement (Intermedia Outdoor Holdings, Inc.)
Severance. (a) In the event that at any time your Executive’s employment is terminated by the Company without Cause (as defined in the Plan)Cause, or by you Executive for Good Reason (each as defined belowhereinafter defined), then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make the Executive makes a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you Executive and the your Executive’s dependents, less the amount payable by an active employee for such coverage, for a period of 180 days 12 months or until he obtains new employment, whichever comes first (the benefits provided described in this Section 12(a)(iii)9(a) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you Executive for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Executive immediately prior to the date of termination; and
(iv) (A) the vesting applicable to all unvested Restricted Stock, Options, Option Shares Equity Awards granted during the Term shall cease immediately and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold the Executive shall immediately vest in full, and (B) all Options will remain exercisable for have a period of 90 calendar days following the date of such terminationto exercise any and all vested Equity Awards, after which time the Options all Equity Awards shall expire; provided, however, that no such Option Equity Award shall be exercisable after the expiration of its maximum term. In order to give effect term pursuant to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationterms thereof.
(b) In the event that your Executive’s employment is terminated by the Company for Cause, or by you Executive other than for Good Reason, then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you Executive shall not be entitled to receive any additional payments and or Continued Benefits described in this Section 129; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you Executive shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) If a Change in Control occurs during the Term of Executive’s employment with the Company and the successor corporation (or a parent or subsidiary of the successor corporation) (1) does not offer Executive employment on terms comparable to Executive’s then existing terms of employment with the Company and in connection therewith, Executive terminates employment; or (2) Executive’s employment is terminated by such successor corporation without Cause or by Executive for Good Reason, within one-year after the Change in Control, then:
(i) the Company shall pay Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) the Company shall pay Executive a Performance Bonus in an amount equal to the greater of (1) the target bonus for the applicable calendar year; and (2) the average of the Performance Bonus received by Executive for the two years immediately preceding termination;
(iv) the Company shall provide the Continued Benefits to Executive for a period of 12 months following the date of termination or until he obtains new employment, whichever comes first; and
(v) all unvested Equity Awards shall immediately vest in full and remain exercisable, if applicable, for a period of 90 calendar days following the date of such termination; provided, however, that no such option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an Equity Award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of the Executive’s employment, none of Executive’s equity incentive awards shall terminate with respect to any vested or unvested portion subject to such Equity Award before 90 days following such termination.
(d) This Section 9 sets forth the only obligations of the Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 9. Further, notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay, and Executive shall have no right to receive, any compensation, benefits or other consideration provided for in this Section 9 (other than any accrued but unpaid Base Salary through the date of termination and any reimbursement of unreimbursed expenses incurred prior to the date of termination) (the “Payments”) unless Executive executes an agreement in a form satisfactory to the Company (the “Release Agreement”) releasing the Company from any and all liability in connection with the Executive’s employment or the termination thereof that becomes effective no later than 60 days following Executive’s termination (the “Release Deadline”). Except as required by Section 11(a), the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute “deferred compensation” within the meaning of Section 409A (as defined in Section 11(a)) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute “deferred compensation”) will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence.
(e) Effective as of the date of any termination of the Executive’s employment, unless otherwise agreed to by Executive and the Board, upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all offices held at the Company or any subsidiary or other affiliate of the Company at the date of such termination, including without limitation the position of President and COO.
(f) The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under this Section 9.
(g) The provisions of this Section 9 shall survive any termination of this Agreement.
(h) For purposes of this Agreement: , “Good ReasonCause” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of include any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.following:
Appears in 1 contract
Severance. Subject to your execution and the effectiveness of the release attached hereto as Exhibit A hereto (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan“Release of Claims”), in addition to any salary payments and payments for unused vacation time owing for or through the final payroll period through the Separation Date, you shall receive the following payments and benefits for the periods indicated, less any payroll deductions required by law, which shall be in lieu of any other payments or benefits (including vacation or other paid leave time) to which you for Good Reason (as defined below), thenotherwise might be entitled:
(i) the Company shall pay your accrued but unpaid Base Salary through the date a. payment of terminationan amount equal to $150,000 annually, at the rate in effect at the time of terminationless payroll tax deductions required by law, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination payable in accordance with the standard payroll practices of the Company’s ordinary payroll practice;
(iii) . All other benefits, perquisites or allowances will terminate effective the Separation Date; provided the Company will reimburse your reasonable expenses for travel and accommodation related to your position as consultant to the extent permitted by applicable healthcare laws Company and provided that you make will be entitled to reimbursement for any outstanding expenses for which you are entitled to reimbursement under the Employment Letter. During such time as you are a timely election to continue coverage, the Company shall pay directly consultant to the insurance provider the premium for COBRA continuation coverage for the you and the your dependentsCompany, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive additional compensation for your service in any additional payments and capacity to Holdings or Generac or any of their subsidiaries, or as a director of any such entities;
b. the Company shall maintain Continued Benefits described in this Section 12for the continued benefit of yourself, your spouse and your dependants for a period of 19 months commencing on the Separation Date (the “Continued Benefits Period”); and
(iii) c. following the vesting applicable to all Equity Awards shall cease immediately and the Continued Benefits Period, you shall have a period of 90 days be entitled to exercise any and all vested Equity Awards, after which time all Equity Awards shall expirefull COBRA rights; provided, however, that no such Equity Award if you elect to utilize rights under COBRA after the Separation Date, you shall be exercisable after the expiration of its maximum term pursuant to the terms responsible for all premiums in respect thereof, as permitted by law.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In If the event that at Company or any time successor corporation terminates your employment is terminated by the Company without other than for Cause (as defined in the Planbelow), death or by disability or you terminate your employment with the Company or any successor corporation for Good Reason (as defined below), then:
, you will be eligible to receive, subject to executing a release of claims in a form approved by the Company as provided below, the following severance: (i) the Company shall continuing payments of severance pay at a rate equal to your accrued but unpaid Base Salary through the date of terminationbase salary, at the rate as then in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverageeffect, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days 6 months following the date of such termination, after which time will be paid in accordance with the Options shall expire; Company’s normal payroll procedures, and (ii) the unvested portion of your outstanding stock options that would normally vest over the following 6 months from the date of termination will immediately vest prior to such termination and become exercisable, provided, however, that no if such Option shall be exercisable after termination occurs upon or within 6 months following the expiration closing of its maximum term. In order to give effect to the foregoing provisiona Change in Control, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination then 100% of your employment, none of your equity incentive awards outstanding stock options shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that immediately vest and become exercisable. If your employment is terminated by the Company for Cause, or voluntarily by you (other than for Good Reason), then:
for Cause by the Company or due to your death or disability, then (i) all vesting will terminate immediately with respect to your outstanding equity awards, (ii) all payments of compensation by the Company shall pay to you hereunder will terminate immediately (except as to amounts already earned), and (iii) you will only be eligible for severance benefits in accordance with the Company’s established policies, if any, as then in effect. The receipt of any severance benefits pursuant to this Agreement will be subject to your accrued but unpaid Base Salary signing and not revoking a release of any and all claims, in a form prescribed by the Company (the “Release”) and provided that such Release becomes effective and irrevocable no later than 60 days following the termination date (such deadline, the “Release Deadline”). If the Release does not become effective and irrevocable by the Release Deadline, you will forfeit any rights to severance benefits under this Agreement. No severance benefits will be paid or provided until the Release becomes effective and irrevocable. Upon the Release becoming effective, any payments delayed from the date you terminate employment through the effective date of terminationthe Release will be payable in a lump sum without interest as soon as administratively practicable after the Release becomes effective and irrevocable and all other amounts will be payable in accordance with the payment schedule applicable to each payment or benefit. In the event the termination occurs at a time during the calendar year where the Release Deadline is in the calendar year following the calendar year in which your termination occurs, at then any severance payments under this Agreement that would be considered Deferred Compensation (as defined below) will be paid on, or in the rate case of installments, will not commence until, the 60th day after your termination date, or, if later, the Deferred Compensation Delayed Payment Date (as defined below). It is the intent of this Agreement that all payment and benefits hereunder comply with or be exempt from the requirements of Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder and any applicable state law requirements (“Section 409A”) so that none of the payments and benefits to be provided under this Agreement will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be interpreted to be exempt or so comply. Each payment and benefit payable under this Agreement is intended to constitute a separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. You and the Company agree to work together in effect good faith to consider amendments to this Agreement and to take such reasonable actions which are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to you under Section 409A. Notwithstanding anything to the contrary in this Agreement, no severance pay or benefits to be paid or provided to you, if any, pursuant to this Agreement that, when considered together with any other severance payments or separation benefits, are considered deferred compensation under Section 409A (together, “Deferred Compensation”) or otherwise would be exempt from Section 409A pursuant to Treasury Regulation Section 1.409A-1(b)(9) will be paid or otherwise provided until you have a “separation from service” within the meaning of Section 409A. Further, if at the time of terminationyour termination of employment, accrued but unused vacationyou are a “specified employee” within the meaning of Section 409A, and reimburse you for any unreimbursed business expenses incurred prior payment of such Deferred Compensation will be delayed to the extent necessary to avoid the imposition of the additional tax imposed under Section 409A, which generally means that you will receive payment on the first payroll date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable occurs on or after the expiration date that is 6 months and 1 day following your termination of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of employment, or your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, whichdeath, if capable of being cured, is not cured by earlier (the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent“Deferred Compensation Delayed Payment Date”).
Appears in 1 contract
Sources: Confirmatory Employment Letter (Amprius Technologies, Inc.)
Severance. (a) In the event that at any time If your employment is terminates due to a Natural Course Termination, then, notwithstanding the agreed upon termination of your employment, you shall be eligible for severance benefits under the Severance Plan, at the CEO level, as if your employment had been terminated by the Company without Cause Cause, subject to the terms and conditions of the Severance Plan (including, without limitation, a release of claims (in substantially the form attached hereto as Exhibit A, but as the Company may reasonably revise to reflect changes in applicable law), the Code Section 409A provisions set forth in Section 6 of the Severance Plan, and the limitation on payments set forth in Section 7 of the Severance Plan); provided, however, that (i) your Base Cash Severance (as defined in the Severance Plan) will be calculated based on your annual base salary as of the date immediately preceding the Effective Date, (ii) you will receive the full amount of your Target Bonus (as defined in the Severance Plan) instead of a Pro- Rata Target Bonus (as defined in the Severance Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) subject to the extent permitted by applicable healthcare laws and provided that you make a timely election your continued compliance with your post-employment obligations, your options to continue coverage, the Company purchase shares of common stock of Holding shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following three (3) years commencing on the date of such termination, after which time the Options New CEO Hire Date (provided that in no event shall expire; provided, however, that no such Option shall an option be exercisable after later than its original maximum term and the expiration options are subject to earlier termination in the event of its maximum term. In order a Change in Control (or similar event) as provided in the applicable equity plan pursuant to give effect which it was granted), and (iv) subject to your continued compliance with your post-employment obligations and the continuation of the Consulting Period through June 14, 2025, on June 14, 2025 you shall vest in 50% of your outstanding restricted stock units that otherwise were scheduled to vest in 2025 solely subject to continued service if, as of June 14, 2025 such restricted stock units had not otherwise vested pursuant to the foregoing provisionSeverance Plan, notwithstanding anything to applicable equity plan, or applicable award agreement (such benefits, collectively in clauses (i) through (iv), and along with the contrary set forth in any agreement governing an equity award regarding immediate forfeiture payments and benefits under the Severance Plan, the “Severance Benefits”). For the avoidance of unvested shares upon termination of service or the duration of post-termination of service exercise periodsdoubt, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that if your employment is terminated terminates for any reason other than (i) a Natural Course Termination or (ii) due to a termination by the Company for without Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall will not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofSeverance Benefits.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: Transition and Separation Agreement (Thoughtworks Holding, Inc.)
Severance. (a) In the event that at any time your employment Employee is terminated by subject to a Change in Control Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) (if Employee is not the Company without Cause CEO)] [twenty-four (as defined in 24) (if Employee is the PlanCEO)] months after the effective date of the termination (for purposes of this Section 2(a)(ii), or by you for Good Reason the “Severance Period”) equal to the higher of (as defined below), then:
(i1) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred base salary which Employee was receiving immediately prior to the date of termination;
Change in Control or (ii2) the Company base salary which Employee was receiving immediately prior to the Change in Control Involuntary Termination, which payments shall continue to pay your Base Salary at be paid during the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination Severance Period in accordance with the Company’s ordinary standard payroll practice;
practices; (iiiB) a lump sum payment equal to [two (2) times (if Employee is the CEO)] Employee’s Target Annual Bonus; and (C) payment by the Company of the full cost of the health insurance benefits provided to Employee immediately prior to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly Change in Control pursuant to the insurance provider terms of the premium for COBRA continuation coverage for Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) or other applicable law through the you and earlier of the your dependents, less end of the amount payable by an active employee Severance Period or the date upon which Employee is no longer eligible for such coverage, for a period of 180 days COBRA or until he obtains new employment, whichever comes first other benefits under applicable law. The payments to be provided under clauses (the benefits provided in this Section 12(a)(iii)a)(i) and (a)(ii) shall be referred paid or commence to be paid within sixty (60) days of Employee’s termination of employment (subject to Employee’s release of claims against the Company as set forth in Section 1(a)); provided that if the “Continued Benefits”)sixty (60) day period commences in one calendar year and ends in a second calendar year, such payment shall be made or commence to be made in the second calendar year. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that applicable healthcare laws do not permit continuation the provision of coverage, then subsidized COBRA benefits to Employee could cause the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion become subject to such equity award before 90 days following such termination.
(b) In excise tax as a result of the event that your employment is terminated Patient Protection and Affordable Care Act, as amended by the Company for CauseHealth Care and Education Reconciliation Act of 2010 (the “Healthcare Reform Act”), or by you other than for Good Reason, then:
(i) the Company shall pay your Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued but unpaid Base Salary through as of the date of termination, at the rate Employee’s termination of employment and up to three (3) months of outplacement services (with a provider and in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution program selected by the Company Company, provided Employee commences such services within ninety (90) days of your title (including your ceasing such services being offered to have the title of President and CEOEmployee), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by If you for Good Reason experience a Qualifying Termination (as defined below), then, provided you timely comply with the conditions described in Section 3:
(ia) the Company shall will pay you an amount equal to your accrued but unpaid Base Salary through the date of terminationthen current base salary (disregarding for this purpose, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction of your base salary that results in Base Salary that served as the basis for a resignation termination of your employment for Good Reason) for payable during the applicable Severance Period (less payroll deductions and withholdings), payable in a period of 180 single lump- sum within 60 days following after the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expireQualifying Termination; provided, however, that no if the 60-day period begins in one calendar year and ends in a second calendar year, such Option shall payment will be exercisable after made in the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.second calendar year;
(b) In if you timely elect to continue coverage under the event that your employment is terminated by Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), the Company for Causewill pay your COBRA premiums, or by you other than for Good Reasonand any applicable Company COBRA premiums, necessary to continue your then:
-current coverage until the earliest of (iA) the Company shall pay end of the applicable Severance Period, (B) the expiration of your accrued but unpaid Base Salary through eligibility for the continuation coverage under COBRA and (C) the date you become eligible to enroll in a health insurance plan offered by another employer or entity. You agree to immediately notify the Company in writing of terminationany such enrollment or eligibility for enrollment and the Company’s obligation to pay any COBRA premiums will immediately cease. Notwithstanding the foregoing, at if the rate Company determines, in effect at its sole discretion, that it cannot provide the time foregoing benefit without potentially incurring financial costs or penalties under applicable law (including, without limitation, Section 2716 of terminationthe Public Health Service Act), accrued but unused vacationthe Company will in lieu thereof provide you with a taxable monthly amount (which amount will be based on the premium for the first month of COBRA coverage hereunder), and reimburse which payments will be made regardless of whether you for any unreimbursed business expenses incurred prior elect COBRA continuation coverage. If the Company elects to make such payments in lieu of paying such COBRA premiums, the date payments will end on the earliest of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12the dates specified above; and
(iiic) if such Qualifying Termination occurs within nine months of the vesting applicable date hereof and following such termination you do not return to all Equity Awards shall cease immediately employment with Ionis Pharmaceuticals, Inc., then the lump-sum payment described in (a) above will also include an amount equal to your target annual cash performance bonus for the year of termination multiplied by a fraction, the denominator of which will be 12 and the you shall have numerator of which will be the number of months in the applicable Severance Period.
(d) if such Qualifying Termination occurs during the Change in Control Period, then the lump-sum payment described in (a) above will also include an amount equal to your target annual cash performance bonus for the year of termination multiplied by a period fraction, the denominator of 90 days to exercise any which will be 12 and all vested Equity Awards, after the numerator of which time all Equity Awards shall expirewill be the number of months in the applicable Severance Period; provided, however, that no if such Equity Award shall be exercisable Qualifying Termination occurs after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company June 30 of any year, the included amount will be equal to your full target annual cash performance bonus for the year of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consenttermination.
Appears in 1 contract
Severance. (ai) In Notwithstanding anything to the event that at any time your contrary in this Agreement, Purchaser shall provide each Transferred Employee whose employment is terminated by Purchaser or its Affiliates during the Company without Cause 12-month period immediately following the Employee Transfer Date with severance benefits (as defined in the Plan), or by you taking into account for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, such purpose such Transferred Employee’s service and reimburse you for any unreimbursed business expenses incurred compensation with Seller prior to the date Employee Transfer Date and any additional service and compensation with Purchaser from and after the Employee Transfer Date) that are comparable to those provided to Business Employees pursuant to Seller’s severance plan set forth in Section 6.6(c)(i) of termination;the Disclosure Schedule. Seller and Purchaser intend that each Transferred Employee will be deemed to have continuous and uninterrupted employment immediately before and immediately after the Employee Transfer Date for purposes of any severance benefit plan, program, policy, agreement or arrangement of Seller. For the avoidance of doubt, Purchaser shall have no obligation to provide severance benefits to any Business Employee who is not a Transferred Employee.
(ii) Purchaser shall assume and be solely responsible for all obligations, liabilities and commitments in respect of Transferred Employees under the Company shall continue to pay your Base Salary at the rate severance benefit plans, programs, policies, agreements and arrangements of Seller in effect at immediately prior to the time Closing Date and set forth in Section 6.6(c)(i) of termination (without regard the Disclosure Schedule in respect of claims made by any Business Employees for severance or other separation benefits that are directly attributable to Purchaser’s failure to offer employment to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination Business Employee in accordance with the Company’s ordinary payroll practice;
terms of this Agreement. Seller shall remain responsible for all obligations, liabilities and commitments in respect of Business Employees (iiiother than Transferred Employees) to under the extent permitted by applicable healthcare laws severance benefit plans, programs, policies, agreements and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period arrangements of 180 days or until he obtains new employment, whichever comes first (the benefits provided Seller in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you effect immediately prior to the date Employee Transfer Date in respect of termination; and
claims made by any Business Employees for severance or other separation benefits (ivincluding claims for wrongful dismissal, notice of termination of employment or pay in lieu of notice) arising out of, relating to or in connection with (A) all unvested Restricted Stockany Business Employee who declines Purchaser’s offer of employment; provided, Optionshowever, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest such offer is made in fullaccordance with the terms of this Agreement, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon Seller’s termination of service employment of any Business Employee on or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofEmployee Transfer Date.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In the event that at any time your Executive’s employment is terminated by the Company without Cause (as defined in the Plan)Cause, or by you Executive for Good Reason (each as defined belowhereinafter defined), then, Subject to Section 9(d) and Section 10:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make Executive makes a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you Executive and the your Executive’s dependents, less the amount payable by an active employee for such coverage, for a period of 180 days 12 months or until he obtains new employment, whichever comes first (the benefits provided described in this Section 12(a)(iii)9(a)(iii) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you Executive for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Executive immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards granted during the Term shall cease immediately and the you Executive shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award that is an option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(b) In the event that Executive’s employment is terminated by the Company for Cause, or by Executive other than for Good Reason, then:
(i) the Company shall pay Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) Executive shall not be entitled to receive any payments or Continued Benefits described in this Section 9;
(iii) Executive shall reimburse the Company for the 2019 Bonus, as applicable; and
(iv) the vesting applicable to all Equity Awards shall cease immediately and Executive shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award that is an option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) If a Change in Control occurs during the Term and the successor corporation (or a parent or subsidiary of the successor corporation) (1) does not offer Executive employment on terms comparable to Executive’s then existing terms of employment with the Company and in connection therewith, Executive terminates employment; or (2) Executive’s employment is terminated by such successor corporation without Cause or by Executive for Good Reason, within one-year after the Change in Control, then:
(i) the Company shall pay Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 18 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) the Company shall pay Executive a Performance Bonus in an amount equal to 1.5 times the greater of (1) the target bonus for the applicable calendar year; and (2) the average of the Performance Bonus received by Executive for the two years immediately preceding termination;
(iv) the Company shall provide the Continued Benefits to Executive for a period of 18 months following the date of termination or until he obtains new employment, whichever comes first; and
(v) All unvested Equity Awards shall immediately vest in full and remain exercisable, if applicable, for a period of 90 calendar days following the date of such termination; provided, however, that no such Equity Award that is an option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an Equity Award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of Executive’s employment, none of Executive’s equity incentive awards shall terminate with respect to any vested or unvested portion subject to such Equity Award before 90 days following such termination.
(d) This Section 9 sets forth the only obligations of the Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 9. Further, notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay, and Executive shall have no right to receive, any compensation, benefits or other consideration provided for in this Section 9 (other than any accrued but unpaid Base Salary through the date of termination and any reimbursement of unreimbursed expenses incurred prior to the date of termination) (the “Payments”) unless Executive executes an agreement in a form satisfactory to the Company (the “Release Agreement”) releasing the Company from any and all liability in connection with Executive’s employment or the termination thereof that becomes effective no later than 60 days following Executive’s termination (the “Release Deadline”). Except as required by Section 10, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute “deferred compensation” within the meaning of Section 409A (as defined in Section 10) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute “deferred compensation”) will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence.
(e) Effective as of the date of any termination of Executive’s employment, unless otherwise agreed to by Executive and the Board, upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all offices held at the Company or any subsidiary or other Affiliate of the Company at the date of such termination, including without limitation the position of General Counsel.
(f) The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to Executive under this Section 9.
(g) The provisions of this Section 9 shall survive any termination of this Agreement.
(h) For purposes of this Agreement: , “Good ReasonCause” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of include any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.following:
Appears in 1 contract
Severance. Provided that Executive satisfies the conditions of this Separation Agreement and does not revoke this Separation Agreement, SBC will do the following:
(a) In Pay to Executive his unpaid salary through the event Resignation Date. Such amount will be paid at the next regular pay period after the Resignation Date.
(b) Pay to Executive severance with respect to the period beginning on the Resignation Date and through and including September 30, 2010 at an annual rate of $840,000. This severance amount, less legal deductions, will be paid in arrears in cash in equal monthly installments, provided that at the first payment shall not be made until after the expiration of the revocation period, and which first payment will include any time your employment is terminated by missed payments between the Company without Cause first payment due date and the expiration of the revocation period.
(c) So long as defined in the Plan), or by you for Good Reason Executive and Executive’s Dependent (as defined below) are entitled to continue participation under applicable law and plan terms, permit Executive and Executive’s Dependent to continue to participate in SBC’s medical, dental and vision plans at the same level of participation that was in effect immediately prior to the Resignation Date through and including the earlier of (A) the date that is eighteen months following the Resignation Date and (B) the date on which Executive commences other employment (including self employment or engaging in an enterprise as a sole proprietor, member or partner) in connection with which Executive is eligible to receive medical, dental and vision benefits substantially comparable to those made available by SBC (such earlier date, the “Benefits Resignation Date”) (the eighteen month period commencing on the Resignation Date is referred to herein as the “Initial Benefit Period”), then:.
(i) During the Company Initial Benefit Period, Executive shall continue to pay your accrued but unpaid Base Salary through the date of termination, for such coverage at the same rate in effect at the or rates that apply from time of termination, accrued but unused vacationto time to active employees for comparable coverage, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at contribute the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee remaining costs for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in if the event that applicable healthcare laws do not permit continuation of coveragebenefit plan for which Executive is currently enrolled is no longer offered by ▇▇▇▇▇▇▇, then Executive through and including the Company Benefits Resignation Date will be eligible to participate in any such plan offered to then-current ▇▇▇▇▇▇▇’ executives, to the extent permitted under such plans and under applicable law. Executive must pay Executive’s portion by deductions from Executive’s severance payments. The 18-month period during which benefits under the Consolidated Omnibus Budget Reconciliation Act (a/k/a COBRA) are available to Executive and his Dependants shall reimburse you for begin on the costs Resignation Date and run concurrently with the benefits available under this Section 6(c).
(ii) For 2009 and 2010, the new medical, dental and vision rates will be communicated to Executive before December 31, 2008 and December 31, 2009, respectively. Executive is required to complete all necessary forms required during the 2009 and 2010 open enrollment period. Further, if Executive discontinues his coverage under SBC’s medical, dental or vision plans at any time, Executive will no longer be entitled to any of obtaining coverage the benefits described in an amount not this Section 6(c) with respect to exceed the coverage amounts paid or payable by you such plan after such date.
(iii) As used herein, a “Dependent” is a dependent of Executive enrolled and qualified in ▇▇▇▇▇▇▇’ medical, dental and/or vision plans immediately prior to the date of termination; andResignation Date and will only continue to be a “Dependent” hereunder for as long as she continues to be qualified as outlined in the applicable health plan documents. Executive hereby represents and warrants that his wife, ▇▇▇▇▇ ▇▇▇▇▇, is his only Dependent hereunder. ▇▇▇▇▇▇▇ reserves the right from time to time to require proof from Executive that Executive’s Dependent is still considered qualified under the applicable health plan documents.
(iv) (A) all unvested Restricted StockPrior to the end of the Initial Benefit Period, Options▇▇▇▇▇▇▇ shall obtain an insurance policy providing medical coverage to Executive and ▇▇▇▇▇ ▇▇▇▇▇ that is substantially comparable to the group medical plan in effect from time to time for active ▇▇▇▇▇▇▇ employees generally (the “Additional Coverage”). The Additional Coverage for each of Executive and ▇▇▇▇▇ ▇▇▇▇▇ shall be for the period commencing on the first day following the Initial Benefit Period and ending on the earlier to occur of (1) such time as Executive or ▇▇▇▇▇ ▇▇▇▇▇, Option Shares as the case may be, reach the age of 65 and any (2) the date on which Executive commences other Company equity compensation awards employment (collectivelyincluding self-employment or engaging in an enterprise as a sole proprietor, “Equity Awards”member or partner) you then hold in connection with which Executive is eligible to receive medical benefits substantially comparable to the Additional Coverage provided at that time. ▇▇▇▇▇▇▇ shall immediately vest be responsible for an amount equal to $1,000 per month (in fulltotal, not per individual) towards the premium for such Additional Coverage, and Executive (and/or ▇▇▇▇▇ ▇▇▇▇▇) shall be responsible for all costs of the Additional Coverage in excess of such $1,000. ▇▇▇▇▇▇▇ shall notify Executive prior to the effective date of the Additional Coverage (and each policy year thereafter) of the total monthly cost and Executive’s (and/or ▇▇▇▇▇ ▇▇▇▇▇’▇) portion thereof. Executive (and/or ▇▇▇▇▇ ▇▇▇▇▇) shall pay to ▇▇▇▇▇▇▇ their portion of the premium for the next succeeding month at least 5 days prior to the end of the prior month. (B) In connection with ▇▇▇▇▇▇▇’ obtaining the Additional Coverage, Executive and ▇▇▇▇▇ ▇▇▇▇▇ shall fill out all Options will remain exercisable for forms and other documents necessary or desirable to obtain such Additional Coverage completely, truthfully and on a period timely basis and shall otherwise cooperate with ▇▇▇▇▇▇▇’ reasonable requests in obtaining such Additional Coverage. Executive’s and/or ▇▇▇▇▇ ▇▇▇▇▇’▇ material failure to comply with this paragraph shall relieve ▇▇▇▇▇▇▇ of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofobligations under this Section 6(c)(iv).
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: General Release and Separation Agreement (Simmons Co)
Severance. (ai) In the event that at any time your employment is terminated by the Company without Cause (If Executive meets eligibility requirements set forth in this Agreement, Executive shall be paid or provided Severance as defined in the Plan), or by you for Good Reason (as defined below), thenfollows:
(i1) the Company shall pay your accrued but unpaid continued payment of Executive’s Base Salary through the date of termination, (at the rate in effect at the time end of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance Executive’s employment with the Company’s ordinary payroll practice;
) for twelve (iii12) to months, or if such Qualifying Termination occurs during the extent permitted by applicable healthcare laws and provided that you make Change in Control Protection Period (defined below) (such a timely election to continue coverageQualifying Termination during the Change in Control Protection Period, the Company shall pay directly to the insurance provider the premium a “Transaction Qualifying Termination”), then for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first eighteen (18) months (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued BenefitsSeverance Pay”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option (i) amounts shall be exercisable accrue with accrued amounts paid on the first regularly scheduled payroll date after the expiration of its maximum term. In order to give effect Release becomes irrevocably effective; and (ii) notwithstanding clause (i) to the foregoing provisioncontrary, notwithstanding anything if the Release Period spans two calendar years amounts will accrue until the later of (and then be paid on) (x) the first regularly scheduled payroll date in the second calendar year, and (y) the first regularly scheduled payroll date after the Release becomes irrevocably effective;
(2) if the Qualifying Termination is a Transaction Qualifying Termination, then Executive’s pro-rated Targeted Annual Management Bonus assuming achievement of 100% of Target, paid when Targeted Annual Management Bonuses are paid to other officers for the contrary set forth fiscal year in any agreement governing an equity award regarding immediate forfeiture which the Transaction Qualifying Termination occurs, but in no event prior to January 1 of unvested shares upon termination the calendar year after the calendar year in which the Transaction Qualifying Termination occurs or prior to December of service the calendar year after the calendar year in which the Transaction Qualifying Termination occurs;
(3) subject to Executive electing to continue medical benefits for Executive and his or her eligible dependents under applicable law (i.e., COBRA benefits), reimbursement for the premiums Executive pays to continue such benefits for the duration of post-termination the Severance Pay or, if earlier, for the duration of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expireExecutive’s COBRA coverage; provided, however, if such reimbursement would result in fines or penalties to the Company (as reasonably determined by the Board), then no amounts will be paid or reimbursed under this clause (3); and
(4) notwithstanding the terms and conditions of the applicable equity plan and the applicable equity plan award agreement, and subject to applicable law, (A) with respect to any issued and outstanding option awards that no were issued to Executive prior to the date hereof, in the event of Qualifying Termination, then any such Equity Award option awards that vest subject solely to continued service will vest as to all of the covered shares of Company common stock, (B) with respect to any other equity awards (other than the options in the foregoing clause (A) that vest as to all of the covered shares), (I) in the event of Qualifying Termination (other than Transaction Qualifying Termination), then the Executive’s issued and outstanding option awards and restricted stock unit awards or any other equity awards that, in each case, vest subject solely to continued service, will vest with respect to the covered shares (or units) otherwise scheduled to vest in the subsequent twelve (12) months following the date of the Qualifying Termination, and (II) if the Qualifying Termination is a Transaction Qualifying Termination, then the Executive’s issued and outstanding option awards and restricted stock unit awards and any other equity awards that, in each case, vest subject solely to continued service, will vest as to all of the covered shares of Company common stock. The Executive’s stock option and restricted stock unit and any other equity awards shall be exercisable after the expiration of its maximum term pursuant otherwise remain subject to the terms thereofand condition as reflected in the applicable award agreement.
(cii) For purposes The Severance specified in the foregoing clause (i) shall be in lieu of this Agreement: “Good Reason” shall mean (A) and replace Executive’s right to severance under any material diminution by the other Company of your title (including your ceasing to have the title of President and CEO)agreement, dutiesplan, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentprogram.
Appears in 1 contract
Severance. (a) In the event that at any time your Executive’s employment is terminated by the Company without Cause (as defined in the Plan)Cause, or by you Executive for Good Reason (each as defined belowhereinafter defined), then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make the Executive makes a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you Executive and the your Executive’s dependents, less the amount payable by an active employee for such coverage, for a period of 180 days 12 months or until he obtains new employment, whichever comes first (the benefits provided described in this Section 12(a)(iii)9(a) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you Executive for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Executive immediately prior to the date of termination; and
(iv) (A) the vesting applicable to all unvested Restricted Stock, Options, Option Shares Equity Awards granted during the Term shall cease immediately and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold the Executive shall immediately vest in full, and (B) all Options will remain exercisable for have a period of 90 calendar days following the date of such terminationto exercise any and all vested Equity Awards, after which time the Options all Equity Awards shall expire; provided, however, that no such Option Equity Award shall be exercisable after the expiration of its maximum term. In order to give effect term pursuant to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationterms thereof.
(b) In the event that your Executive’s employment is terminated by the Company for Cause, or by you Executive other than for Good Reason, then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you Executive shall not be entitled to receive any additional payments and or Continued Benefits described in this Section 129; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you Executive shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) If a Change in Control occurs during the Term of Executive’s employment with the Company and the successor corporation (or a parent or subsidiary of the successor corporation) (1) does not offer Executive employment on terms comparable to Executive’s then existing terms of employment with the Company and in connection therewith, Executive terminates employment; or (2) Executive’s employment is terminated by such successor corporation without Cause or by Executive for Good Reason, within one-year after the Change in Control, then:
(i) the Company shall pay Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) the Company shall pay Executive a Performance Bonus in an amount equal to the greater of (1) the target bonus for the applicable calendar year; and (2) the average of the Performance Bonus received by Executive for the two years immediately preceding termination;
(iv) the Company shall provide the Continued Benefits to Executive for a period of 12 months following the date of termination or until he obtains new employment, whichever comes first; and
(v) all unvested Equity Awards shall immediately vest in full and remain exercisable, if applicable, for a period of 90 calendar days following the date of such termination; provided, however, that no such option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an Equity Award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of the Executive’s employment, none of Executive’s equity incentive awards shall terminate with respect to any vested or unvested portion subject to such Equity Award before 90 days following such termination.
(d) This Section 9 sets forth the only obligations of the Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 9. Further, notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay, and Executive shall have no right to receive, any compensation, benefits or other consideration provided for in this Section 9 (other than any accrued but unpaid Base Salary through the date of termination and any reimbursement of unreimbursed expenses incurred prior to the date of termination) (the “Payments”) unless Executive executes an agreement in a form satisfactory to the Company (the “Release Agreement”) releasing the Company from any and all liability in connection with the Executive’s employment or the termination thereof that becomes effective no later than 60 days following Executive’s termination (the “Release Deadline”). Except as required by Section 10, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute “deferred compensation” within the meaning of Section 409A (as defined in Section 10) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute “deferred compensation”) will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence.
(e) Effective as of the date of any termination of the Executive’s employment, unless otherwise agreed to by Executive and the Board, upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all offices held at the Company or any subsidiary or other affiliate of the Company at the date of such termination, including without limitation the position of CSO.
(f) The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under this Section 9.
(g) The provisions of this Section 9 shall survive any termination of this Agreement.
(h) For purposes of this Agreement: , “Good ReasonCause” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of include any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.following:
Appears in 1 contract
Severance. (a) In If the event that at any time your Executive terminates this Agreement and his employment with the Company for Good Reason or if the Executive’s employment with the Company is terminated by the Company without for any reason other than for Cause or the Executive reaching the age of seventy-five (as defined in the Plan75), or including non-renewal of this Agreement by you for Good Reason the Company (as defined belowbut not including any circumstances that would give rise to a payment to the Executive pursuant to Section 3.3(a) hereof), thenthe Company shall pay severance to the Executive as follows:
(i) severance pay in an amount equal to 1.5 times the Company shall pay your accrued but unpaid Base Salary through Executive’s then-current annual base salary, such amount to be paid in equal installments over the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a 18-month period of 180 days immediately following the date of termination in accordance with the Company’s ordinary normal payroll practice;
(iii) practices with such installments to be no less frequent than monthly and to commence on the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to payroll date following the date of termination; and
(iv) (Aii) all unvested Restricted Stockaccrued but unpaid bonuses for any completed fiscal year and vacation pay, Optionsexpense reimbursement and other benefits due to the Executive under any Company-provided benefit plans, Option Shares policies and arrangements, with such accrued but unpaid bonuses for any completed fiscal year and vacation pay and expense reimbursements payable no later than thirty (30) days after the date of termination (sooner to the extent the bonus is payable prior to such time) and any other Company equity compensation awards (collectivelybenefits payable in accordance with the applicable terms of the benefit plans, “Equity Awards”) you then hold shall immediately vest in full, policies and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12arrangements; and
(iii) if the vesting applicable Executive elects continuation coverage pursuant to all Equity Awards shall cease the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company each month will pay for the Executive’s COBRA premiums for such coverage (at coverage levels in effect immediately and prior to the you shall have Executive’s termination) until the earlier of: (A) the expiration of a period of 90 days eighteen (18) months from the date of termination or (B) the date upon which the Executive becomes covered under similar plans of any subsequent employer or is otherwise ineligible for COBRA. All payments set forth in the foregoing items (i) and (iii) hereof are defined as the “Severance Indemnity.” The Executive’s receipt of the foregoing Severance Indemnity is conditioned upon his execution and delivery to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing a separation and release agreement acceptable to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than Company governing the Board termination of the Company); (B) a material breach by employment relationship between the Executive and the Company and the Executive’s release of any all claims against all members of the provisions contained in this AgreementAvadel Group of Companies and their employees, whichofficers, if capable directors and contractors, and allowing the applicable revocation period required by law to expire without revoking or causing revocation of being curedsame, is not cured by within sixty (60) days following the Company within 30 days after written notice thereof by you date of termination of the Executive’s employment. Any Severance Indemnity payments that the Executive would otherwise be entitled to receive prior to the Companytime the aforementioned release becomes effective and irrevocable shall be accumulated and paid in a lump sum after the release becomes effective and irrevocable; or (C) relocation of your principal place of employment and if the permissible period during which the Executive may execute and deliver the release and during which the applicable revocation period could expire spans more than 50 miles without your consentone calendar year, any payments that the Executive is entitled to receive during such period shall be accumulated and paid in a lump sum only in the subsequent calendar year.
Appears in 1 contract
Severance. (a) In the event that at any time your employment is terminated by the Company without Cause (as defined in the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date Subject to Section 6 of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coveragethis Agreement, the Company shall pay directly to the insurance provider Executive:
(A) A lump sum payment equal to 150% of his Annual Base Salary, payable within 14 days after the premium for COBRA continuation coverage Release described in Section 6 becomes effective and irrevocable in accordance with its terms or such later date as required by Section 22 hereof.
(B) A lump sum payment equal to the annual incentives, if any, the Executive would have received for the you fiscal year during which the Date of Termination occurs (the “Termination Year”) had the Executive remained employed through the conclusion of the Termination Year, without pro-ration, based on the following methodology: (I) the portion of any annual incentive allocated to performance goals measured over a period that commenced on or after the first day of the Termination Year and ended on or before the Date of Termination shall be calculated based on actual performance results with respect to those goals; (II) the portion of any annual incentive allocated to each qualitative performance goal measured over a period that has not ended as of the Date of Termination shall be calculated based on the average achievement level for the goals described in clause (I) of this Section 5(a)(ii)(B); provided that if clause (I) does not apply because there are no such completed measuring periods, then the portion of the annual incentive allocated to each qualitative performance goal shall be based on the average achievement level, if any, for the qualitative goals established for the Executive in the fiscal year immediately prior to the Termination Year; provided further that if there were no qualitative goals established for the Executive for the fiscal year immediately prior to the Termination Year, then the portion of the annual incentive allocated to each qualitative performance goal shall be calculated assuming target level of achievement for each such goal; and (III) the portion of any annual incentive allocated to each quantitative performance goal measured over a period that has not ended as of the Date of Termination shall be calculated as follows: the target for such goal shall be pro-rated based on the number of full calendar months that have elapsed during the Termination Year and prior to the Date of Termination, and the your dependents, less the amount payable by an active employee achievement level for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) goal shall be referred based on the extent to as which actual performance through the “Continued Benefits”)month that ended immediately prior to the month in which the Date of Termination occurs compares to the pro-rated target. Notwithstanding the foregoing, if as of the Date of Termination, the Board or a committee thereof has not established performance goals for the Executive with respect to the Termination Year, then the annual incentive shall be calculated based on the average payout percentage for the annual incentives granted to the Executive in the event immediately preceding fiscal year; provided further that applicable healthcare laws do if the Date of Termination occurs prior to the end of the fiscal year that includes the Effective Date, then the annual incentives shall be calculated assuming target performance. The payment pursuant to this Section 5(a)(ii)(B) shall be made within 14 days after the Release described in Section 6 becomes effective and irrevocable in accordance with its terms and shall be in lieu of any annual incentives that the Executive would have otherwise been entitled to receive under the terms of the annual incentive plans covering the Executive for the Termination Year.
(C) The Stock Option (to the extent then outstanding and not permit continuation already vested) will vest in full.
(D) If the Executive is in Atlanta, Georgia (or, if the Executive is traveling outside of coveragesuch location in connection with performing his duties under this Agreement, such other location) on the Date of Termination, then the Company shall reimburse you the Executive (within 14 days after receipt of an invoice from the Executive) for the costs cost of obtaining coverage in an amount not a one-way, coach class airline ticket and related ground transportation and parking for travel home to exceed the coverage amounts paid or payable by you immediately prior to the date of terminationNew York, New York; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, provided that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution trip is taken by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company Executive within 30 days after written notice thereof by you to the Company; or Date of Termination and (Cii) relocation the Executive shall have submitted an invoice for such reimbursement at least 90 days after the Date of your principal place of employment more than 50 miles without your consentTermination.
Appears in 1 contract
Severance. (a) In the event that at any time your If Employee’s employment hereunder is terminated by Dendrite for any reason other than termination by Dendrite for Cause, Disability or upon Employee’s death, Employee shall solely be entitled to (subject to any applicable off-sets) applicable payments and benefits in Sections 27(a) (the Company without Cause (as defined “Change in the Plan), Control Severance Payment”) or by you for Good Reason (as defined below), then:
(i28(b) the Company shall pay your accrued but unpaid Base Salary and Employee’s base salary through the date of her termination.
(b) If Employee’s employment hereunder is terminated by Dendrite for any reason other than death, Cause, or Disability, Employee shall be entitled to receive severance payments of her monthly base salary for 12 months following her employment termination (calculated at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior base salary then being paid to Employee as of the date of termination;
) and her Final Annual Target Bonus (ii) the Company shall continue as defined below in Section 28(e)). The severance payments to pay your Base Salary at the rate in effect at the time of termination (without regard be paid to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in Employee under this Section 12(a)(iii)28(b) shall be referred to herein as the “Continued Benefits”Severance Payment.” The Severance Payment shall be paid to Employee in twelve consecutive equal monthly payments commencing in the payroll period following the date Employee signs the separation agreement described in Section 28(d) below. No interest shall accrue or be payable on or with respect to any Severance Payment. In the event of a termination of Employee’s employment described in this Section 28(b), she shall be provided continued “COBRA” coverage pursuant to Sections 601 et seq. of ERISA under Dendrite’s group health plan. During the period which Employee receives the Severance Payment her cost of COBRA coverage shall be the same as the amount paid by employees of Dendrite for the same coverage under Dendrite’s group health plan. Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares Employee becomes re-employed with another employer and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled becomes eligible to receive health coverage from such employer, the payment of COBRA coverage by Dendrite as described herein shall cease. Employee agrees to notify Dendrite of any additional payments and Continued Benefits described in this Section 12; and
(iii) full-time employment that she begins while receiving the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofSeverance Payment.
(c) For purposes of clarification, under no circumstances is Employee entitled to receive payments under both Sections 27(a) and 28(b), and Employee will not be entitled to any other severance payments from Dendrite.
(d) The making of any Severance Payments, and the provision of benefits under Section 28(b), is conditioned upon the signing of a general release in form and substance satisfactory to Dendrite under which Employee releases Dendrite and its affiliates together with their respective officers, directors, shareholders, employees, agents and successors and assigns from any and all claims she may have against them. In the event Employee breaches any provisions of Sections 5 through 11 of the Employment Agreement, in addition to any other remedies at law or in equity, Dendrite may cease making any Severance Payment and any payments for COBRA coverage otherwise due under Sections 28(b). Nothing herein shall affect any of Employee’s obligations or Dendrite’s rights under this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. Provided that Executive signs this Agreement and does not revoke it, and signs the Proprietary Information Agreement, the Company shall:
(a) In pay Executive eighteen installment payments of Thirty Seven Thousand Five Hundred Dollars ($37,500) per installment, with the event first installment payable on or about April 15, 2017 and an additional installment paid on or about the 15th of each month thereafter until the final payment is made in September 2018, subject in each case to tax withholding and other authorized deductions;
(b) pay or reimburse the Executive for his premiums charged to continue medical coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”), at the same or reasonably equivalent medical coverage under the group medical program available to the Company’s employees generally for Executive (and, if applicable, Executive’s spouse and eligible dependents) as in effect immediately prior to the Separation Date, to the extent that at Executive elects such continued coverage; provided that the Company’s obligation to make any time your employment is terminated by payment or reimbursement pursuant to this Section 4(b) shall commence with continuation coverage for April 2017 and shall cease with continuation coverage for September 2018 (or, if earlier, shall cease upon the first to occur of Executive’s death, the date Executive becomes eligible for coverage under the health plan of a future employer, or the date the Company without Cause (as defined ceases to offer group medical coverage to its active executive employees or the Company is otherwise under no obligation to offer COBRA continuation coverage to Executive). To the extent Executive elects COBRA coverage, he shall notify the Company in writing of such election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Plan), Company may then have in place. The Company’s obligation to pay or by you reimburse for Good Reason (as defined below), then:
premiums pursuant to this Section 4(b) does not apply to: (i) any coverage that the Company shall pay your accrued but unpaid Base Salary through the date (or one of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior its affiliates) is not required to the date of termination;
offer Executive pursuant to COBRA; (ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
dental, vision, or other non-medical coverage; and (iii) to the extent permitted by applicable healthcare laws and provided any executive-level (or similar) coverage that you make a timely election to continue coverage, the Company shall pay directly is not available to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of terminationCompany’s employees generally; and
(ivc) continue to pay premiums to maintain any life insurance for Executive, existing and paid for by the Company as of the Separation Date, for eighteen (A18) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days months following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum termSeparation Date. In order The Company’s obligations pursuant to give effect clause (b) above are subject to the foregoing provision, notwithstanding anything Company’s ability to comply with applicable law and provide such benefit without resulting in adverse tax consequences. Executive agrees that the contrary set forth in Company may reduce any agreement governing an equity award regarding immediate forfeiture amount otherwise payable pursuant to clause (a) above by the amount of unvested shares upon termination of service any required tax withholding or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate other authorized deduction otherwise required with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
the payments and benefits contemplated by clauses (b) In the event that your employment is terminated and (c) above as well as any other required tax withholding amounts on other payments or reimbursements made by the Company for CauseExecutive’s benefit and that, or if the amount otherwise payable pursuant to clause (a) above is not sufficient to satisfy all applicable tax withholding and other authorized deductions (for clarity, also taking into account the tax withholding and other authorized deductions with respect to the amount contemplated by you other than for Good Reasonclause (a)), then:
(i) Executive shall promptly make arrangements satisfactory to the Company shall to pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, for such tax withholding and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofother authorized deductions.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: Separation and Release Agreement (Cti Biopharma Corp)
Severance. (ai) In If the event that at any time Company terminates your employment is terminated by the Company without Cause (as defined in the Plan), or by if you terminate your employment for Good Reason on or before the one-year anniversary of your Employment Date (as defined belowincluding, without limitation, in connection with a change in control of the Company), then:
the Company will pay to you (ia)(i) any Salary that has accrued but is unpaid as of your termination date, (ii) the Company shall pay your accrued awarded but unpaid Base Salary through portion, if any, of any annual incentive compensation for any prior year, (iii) your pro-rated bonus for the date of terminationyear in which your termination occurred based on the “Target Bonus” for the year in which your termination occurred, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you (iv) reimbursement for any unreimbursed business expenses incurred prior to by you through and including your date of termination, (v) payment for vacation time accrued as of the date of your termination;
, and (vi) any other amounts or benefits required to be paid or provided by law or under any plan, program, or written non-severance policy of the Company, which shall be paid or provided in accordance with applicable law or the terms of the applicable plan, program or policy (collectively, (i) through (vi), the “Accrued Amounts”) and (b) an amount equal to two times the sum of (i) your annual Base Salary then in effect plus (ii) the amount of the “Target Bonus” for the year in which the termination occurs. In addition, the Company shall continue to pay pay, for the twenty-four (24) month period following your Base Salary at termination, for all medical, dental and life insurance coverage provided to you on your termination date on the rate in effect at same cost sharing basis as prior to your termination. The Company shall also provide you with outplacement services for twelve months following your termination. If you remain employed by the time Company as of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period one-year anniversary of 180 days following your Employment Date, you and the date of termination in accordance with Company will enter into the Company’s ordinary payroll practice;standard form of Change in Control Agreement with senior executives and key management employees (the “Company Change in Control Agreement”), which agreement shall govern any termination of your employment in connection with a “change in control” (as defined therein) after such anniversary date and, subject to the terms and conditions thereof, shall provide you with severance benefits equal to two times your annual base salary and bonus.
(ii) If the Company terminates your employment without Cause after the one-year anniversary of your Employment Date under circumstances in which the Company Change in Control Agreement does not apply, the Company will pay to you (a) the Accrued Amounts (other than item (iii) in said definition) and (b) an amount equal to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverageone times your annual base salary then in effect. In addition, the Company shall pay directly provide to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of terminationyou, at the rate in effect at Company’s cost, for the time of twelve (12) month period following your termination, accrued but unused vacationwith the medical, dental and reimburse you for any unreimbursed business expenses incurred prior life insurance coverage as generally available to the date full-time employees of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of during such 12-month period. The Company shall also provide you with outplacement services for six months following your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consenttermination.
Appears in 1 contract
Severance. (a) In the event that at any time your Executive’s employment is terminated by the Company without Cause (as defined in or by Executive for Good Reason, then Executive will receive the PlanAccrued Obligations and, subject to Section l l(d), or by you for Good Reason (as defined below), then:
Executive shall be entitled to receive (i) the installments of base salary set forth in Section S(a) not yet paid to Executive, payable when and as if Executive had continued to be employed by the Company shall pay your accrued but unpaid Base Salary through until the six (6) month anniversary of the effective date of terminationsuch termination (the “Severance Period”), subject to standard payroll deductions and withholdings (the “Severance Payments’,) at the rate of Executive’s base salary in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to taking into consideration any reduction in Base Salary base salary that served as the basis for triggered a resignation for Good Reason, if applicable (ii) for at the sole and final discretion of the Compensation Committee, a period of 180 days following Pro Rata Bonus (as defined in Section 12), which may be adjusted by the date of termination Compensation Committee in accordance with its sole discretion and which will be paid on the Company’s ordinary first regularly scheduled payroll practice;
date after the Release (as defined below) is effective, subject to payroll deductions and withholdings; and (iii) to the extent permitted by applicable healthcare laws and provided that you make a Executive timely election to continue coverageelects and remains eligible for continued coverage under COBRA, then the Company shall pay directly the COBRA premiums necessary to continue Executive’s medical insurance coverage in effect for Executive and Executive’s eligible dependents on the insurance provider termination date for the premium Severance Period (provided that such COBRA reimbursement shall terminate on such earlier date as Executive is no longer eligible for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the event that foregoing benefit without potentially incurring financial costs or penalties under applicable healthcare laws do not permit continuation law (including, without limitation, Section 2716 of coveragethe Public Health Service Act), then the Company shall reimburse you in lieu thereof provide Executive with a taxable monthly amount (which amount shall be based on the premium for the costs first month of obtaining COBRA coverage hereunder), which payments shall be made regardless of whether Executive elects COBRA continuation coverage. If the Company elects to make such payments in an amount not to exceed lieu of paying such COBRA premiums, the coverage amounts paid or payable by you immediately prior to payments will begin on the effective date of termination; and
(iv) the Release and end on the earlier of (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, the date on which Executive is no longer eligible for COBRA coverage and (B) all Options will remain exercisable for a period the Severance Period. Nothing in this Section 11(c) shall be construed as imposing any obligation on the Company to maintain medical insurance benefits of 90 calendar days following any nature at any time. Severance Payments otherwise scheduled to be made under this Section 11(c)(i) prior to the effective date of the release in Section 11(d) (namely, the date it can no longer be revoked) shall accrue and be paid on the first payroll date that follows such effective date of such terminationthe release, after which time the Options shall expirewith subsequent payments occurring on each subsequent Company payroll date; provided, however, that no such Option if the period during which Executive may sign the release under Section 11(d) begins in one calendar year and ends in a second calendar year, then the payments provided in this Section 11(c) shall not be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service paid or the duration of post-termination of service exercise periodsfirst payment shall not occur until the first payroll date in the second calendar year. Notwithstanding the foregoing, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your if Executive’s employment is terminated by the Company for Cause, without Cause or by you other than for Good ReasonReason on or after a Change of Control, then:
then instead of the severance benefits described above, Executive will be eligible to receive the following enhanced severance benefits (i) the Company shall pay your accrued but unpaid Base Salary through “CoC Severance Benefits”): the date Severance Period for purposes of termination, at the rate in effect at the time of termination, accrued but unused vacation11(c)(i), and reimburse you the COBRA benefits for any unreimbursed business expenses incurred prior purposes of 1l(c)(iii), both increase to twelve (12) months instead of six (6) months, and additionally, the date Pro Rata Bonus described in 1l(c)(ii) will instead be in the total pro rata amount (calculated as described in the definition of termination;
(iiPro Rata Bonus in Section 12) you shall not subject to Compensation Committee discretion. The CoC Severance Benefits will be entitled to receive any additional payments paid on the same schedules and Continued Benefits upon the same terms and conditions described in the above paragraph in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof11(c).
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In If Employee’s employment with the event that at any time your employment Company is terminated by the Company without Cause (as defined in the Plan), or by you for Employee with Good Reason prior to the Expiration Date, and provided that Employee signs and delivers to the Company a Confidential Severance and Release Agreement in a reasonable form as provided by the Company (the “Release Agreement”) within 60 days following the termination of Employee’s employment with the Company (such 60th day being referred to as defined below)the “Release Date”) and does not revoke such signed Release Agreement pursuant to the terms thereof, thenEmployee shall be entitled to receive severance compensation equal to the following:
(i) 150 percent of the Employee’s annual Base Salary and Target Bonus (determined regardless of the actual results of the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate for that year) in effect at the time Termination Date, which amount under Section 5(a)(i) or (ii), as applicable, shall be payable in nine (9) monthly installments equal to one-ninth of terminationsuch severance compensation, accrued but unused vacationsubject to required withholding, and reimburse you for any unreimbursed business expenses incurred prior to payable at the date end of termination;each of the next nine (9) full calendar months following the first full calendar month following the Release Date, and
(ii) if the Company shall continue to pay your Base Salary at Employee timely and properly elects health continuation coverage under the rate in effect at the time Consolidated Omnibus Budget Reconciliation Act of termination 1985 (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage“COBRA”), the Company shall pay directly to reimburse the insurance provider the premium for COBRA continuation coverage Employee for the you monthly COBRA premium paid by the Employee for Employee and Employee’s dependents who were covered immediately preceding the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Termination Date. The reimbursement under Section 12(a)(iii)5(a)(2) shall be referred paid to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately Employee prior to the date last day of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall the month immediately vest following the month in fullwhich the Executive timely remits the premium payment, and the Employee shall be eligible to receive such reimbursement until the earliest of: (Bi) all Options will remain exercisable for a period the 12-month anniversary of 90 calendar days following the Termination Date; (ii) the date of such terminationthe Employee (or Employee’s dependents, after if applicable) is no longer eligible to receive COBRA continuation coverage; and (iii) the date on which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service Employee receives substantially similar coverage from another employer or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationother source.
(b) In Notwithstanding anything to the event that your contrary herein contained, except to the extent required by law, the Company shall not be required to pay any amounts under this Section 5 or elsewhere in this Agreement if Employee is in breach of any of its obligations under this Agreement or any other Agreement with the Company, including without limitation, all employee policies of the Company and any obligation relating to the treatment of Company confidential information and any non-compete obligation, but as to all of these, only if materially injurious to the Company.
(c) If Employee’s employment with the Company is terminated by the Company for CauseCause or death or Disability, or by you other than for Employee resigns without Good Reason, then:
Employee shall be entitled to receive: (i) the Company shall pay your accrued but unpaid Employee’s Base Salary earned and payable through the date of termination, at the rate in effect at the time of termination, Termination Date; (ii) any accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior /time off to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12extent required under applicable law; and
(iii) the vesting applicable to reimbursement for all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant incurred but unreimbursed expenses to the terms thereofextent Employee is entitled to be reimbursed; and (iv) any other earned but unpaid compensation, if applicable, as of the Termination Date.
(cd) For purposes of this Agreement: “Good Reason” , the following terms shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.meanings set forth below:
Appears in 1 contract
Severance. (a) In the event UIC acknowledges that Executive may terminate his employment at any time your time, with or without cause, by notice to UIC to that effect. Executive agree to continue to perform the duties of his employment is terminated by for such reasonable period as UIC may request, not exceeding 30 days, after the Company date of his termination notice to UIC, during which period UIC shall pay Executive one-twelfth (1/12) of his base Salary and continue his benefits then in effect. Executive acknowledge that UIC may terminate his employment at any time, with or without Cause (as defined in the PlanSection 10 of this Agreement), by notice to Executive to that effect. Executive's entitlement to severance pay shall be as stated below. Except as otherwise provided in Section 5(b) with respect to severance arising from a Sale of UIC, if (a) Executive is terminated by UIC without Cause, or by you for Good Reason (b) Executive terminates this Agreement because of Constructive Termination (as defined belowin Section 10 of this Agreement), then:
as severance compensation UIC shall continue to pay to Executive, on a monthly basis, the sum of (i) the Company shall pay your accrued but unpaid his Base Salary through the date of termination, at the rate as set forth in Section 3 hereof in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
his termination divided by twelve (12) plus (ii) the Company average of Incentive Compensation paid to or, if not yet paid for the preceding year, owing to Executive for the two (2) years immediately preceding his termination divided by twelve (12)],less withholding as required by law, for the greater of twenty-four (24) months or the remaining term of this Agreement, provided that (1) prior to UIC's commencing such payments, Executive and UIC sign a mutual general release substantially the form attached hereto as EXHIBIT A, and (2) any provision of Executive's current Noncompetition and Nonsolicitation covenants (as set forth in Section 9 of this Agreement) to the contrary notwithstanding, Executive agrees that he shall continue continuously abide by such covenants for the period that such payments are being made to Executive. In addition, UIC shall pay your Base Salary at Executive incentive compensation earned but unpaid as of the rate in effect at the time date of termination (without regard prorated for the period of time during the applicable bonus year that Executive worked from January 1st to any reduction date of termination. Executive shall also receive continuation of fully paid (i) health insurance coverage for Executive and his family members, (ii) Disability Insurance, and (iii) Life Insurance at the level in Base Salary that served as the basis for a resignation for Good Reason) effect upon termination of Executive for a period of 180 days following the date greater of termination two (2) years or the remaining term of this Agreement. Executive shall not receive such severance payments if Executive is terminated for Cause, as defined in accordance with SECTION 10 of this Agreement. In the Company’s ordinary payroll practice;
(iii) to event Executive is terminated by UIC without cause, and during the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until time he obtains new employmentis receiving severance benefits hereunder a Sale of UIC shall occur, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, term Sale is defined in Section 4.1(b)(iii)(w-z) in the event that applicable healthcare laws do not permit continuation of coverageUIC Stock Option Agreement, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to or upon the date closing of termination; and
(iv) (A) all unvested Restricted Stockthe transaction in which such a Sale shall occur, OptionsUIC shall calculate the aggregate amount of the remainder of the monthly payments required to be made to Executive pursuant to this Section 6 and shall place such sum, Option Shares without discount, in a reasonable and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period customary escrow account to secure UIC's and/or its successor's payment of 90 calendar days following the date remainder of such termination, after which time monthly payment obligation to Executive. The Escrow Agent shall make the Options shall expire; provided, however, that no such Option shall be exercisable after remainder of the expiration of its maximum term. In order monthly payments to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in Executive required under this Section 12; and
(iii) the vesting applicable 6 to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no Executive from such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofescrow.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In the event that at any time your employment Employee is terminated by subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) severance payments for [twelve (12) months (if Employee is a SVP)] [eighteen months (18) (if Employee is the Company without Cause (as defined in CEO)] months after the Plan), or by you for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through the effective date of terminationthe termination (for purposes of this Section 2(b)[(i)][(ii)], at the rate in effect at “Severance Period”) equal to the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred base salary which Employee was receiving immediately prior to the date of termination;
(ii) Other Involuntary Termination, which payments shall be paid during the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination Severance Period in accordance with the Company’s ordinary standard payroll practice;
practices; and (iiiB) payment by the Company of the full cost of the health insurance benefits provided to Employee immediately prior to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly Other Involuntary Termination pursuant to the insurance provider terms of COBRA or other applicable law through the premium for COBRA continuation coverage for earlier of the you and end of the your dependents, less Severance Period or the amount payable by an active employee date upon which Employee is no longer eligible for such coverage, for a period of 180 days COBRA or until he obtains new employment, whichever comes first other benefits under applicable law. The payments to be provided under clauses (the benefits provided in this Section 12(a)(iii)b)(i) and (b)(ii) shall be referred paid or commence to be paid within sixty (60) days of Employee’s termination of employment (subject to Employee’s release of claims against the Company as set forth in Section 1(a)); provided that if the “Continued Benefits”)sixty (60) day period commences in one calendar year and ends in a second calendar year, such payment shall be made or commence to be made in the second calendar year. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that applicable healthcare laws do not permit continuation the provision of coverage, then subsidized COBRA benefits to Employee could cause the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion become subject to such equity award before 90 days following such termination.
(b) In excise tax as a result of the event that your employment is terminated Patient Protection and Affordable Care Act, as amended by the Company for CauseHealthcare Reform Act, or by you other than for Good Reason, then:
(i) the Company shall pay your Employee a monthly amount in cash equal to the amount of the COBRA subsidy during the period the Company is obligated to provide subsidized COBRA benefits to Employee. In addition, Employee shall receive payment(s) for all salary, bonuses and unpaid vacation accrued but unpaid Base Salary through as of the date of termination, at the rate Employee’s termination of employment and up to three (3) months of outplacement services (with a provider and in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution program selected by the Company Company, provided Employee commences such services within ninety (90) days of your title (including your ceasing such services being offered to have the title of President and CEOEmployee), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In the event that at any time your employment Employee is terminated by subject to an Other Involuntary Termination, Employee shall be entitled to receive severance benefits as follows: (A) continued payment of Employee’s base salary that Employee was receiving immediately prior to the Company without Cause (as defined in the Plan), or by you Other Involuntary Termination for Good Reason (as defined below), then:
(i) the Company shall pay your accrued but unpaid Base Salary through 12-months after the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as for purposes of this Section 2(b)(i), the basis for a resignation for Good Reason) for a period of 180 days following “Severance Period”), which payments shall be paid during the date of termination Severance Period in accordance with the Company’s ordinary standard payroll practice;
practices; and (iiiB) payment by the Company of the full cost of the health insurance benefits provided to Employee and Employee’s spouse and dependents, as applicable, immediately prior to the extent permitted by Other Involuntary Termination pursuant to the terms of COBRA or other applicable healthcare laws and law through the earlier of the end of the Severance Period or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law, provided that you make a timely election to continue coverageif the Company’s paying for health insurance benefits violates nondiscrimination laws, the Company shall pay directly payments will cease. The benefits to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits be provided in this under Section 12(a)(iii)2(b)(i) shall be referred paid or commence to be paid on the first payroll date following the date that the Severance Agreement becomes effective and irrevocable (provided that if the forty-five (45) day period to execute the Severance Agreement ends in a calendar year subsequent to the year in which Employee was terminated, payment will not begin before the first business day of that subsequent year), subject to Employee’s compliance with any Ancillary Agreement and execution, release, and non-revocation of the Severance Agreement as the “Continued Benefits”)set forth in Section 1. Notwithstanding the foregoing, in the event the Board of Directors concludes in its reasonable judgment that applicable healthcare laws do not permit continuation the provision of coverage, then subsidized COBRA benefits to Employee is likely to cause the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion become subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Causean excise tax under applicable law, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate Employee a monthly amount in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior cash equal to the date amount of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and COBRA subsidy during the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing is obligated to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report provide subsidized COBRA benefits to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentEmployee.
Appears in 1 contract
Sources: Management Continuity Agreement (Novus Therapeutics, Inc.)
Severance. Subject to, and in consideration for, your timely execution and non-revocation of this Agreement, your execution of the Termination Certificate, attached hereto as Attachment A, and provided you comply with all of the terms and conditions of this Agreement, your Confidential Information and Invention Assignment Agreement (a) In the event that at any time your employment is terminated by “CIIA Agreement” attached hereto as Attachment B), the Company without Cause (as defined in Employee Handbook, and any and all other applicable Company policies, the Plan), or by Company will provide you for Good Reason (as defined below), thenwith the following:
(i) An amount equal to nine months of your base salary, i.e., $42,058.33 per month, less all applicable withholdings and deductions;
(i) In the event you elect COBRA continuation coverage for your current health plans through the Company, you will be solely responsible for completing the enrollment process in an appropriate and timely manner. If you timely elect COBRA continuation coverage, the Company shall will pay the COBRA premiums for your accrued but unpaid Base Salary through the date of termination, continued coverage at the rate in effect at the time of termination, accrued but unused vacation, and reimburse same employer contribution level provided to you for any unreimbursed business expenses incurred prior to the date Separation Date for a period of terminationnine months or your COBRA health continuation period, whichever ends earlier. The Company shall only be required to pay that percentage of dependent health insurance that the Company would be paying if you had remained employed by the Company. Your share of the premium payments will be deducted from your severance payments ($267.67 per pay period). After the nine months in which the Company pays the COBRA premiums, you may elect to further continue your participation, as permitted under COBRA, at your sole expense, including any associated charges, fees, and expenses that may be applicable;
(ii) the Company The amounts payable under subsections 4(a)(i) and 4(a)(ii), above, shall continue to pay your Base Salary at the rate be paid out in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination substantially equal installments in accordance with the Company’s ordinary payroll practice;
(iii) practice over nine months commencing on the first regularly scheduled payroll date that is at least seven business days after the Effective Date. The initial payment shall include a catch-up payment to cover amounts retroactive to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you day immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date Separation Date. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Treasury Regulation Section 121.409A-2(b)(2); and
(iii) Your performance stock units will be governed by the terms of the award agreements you previously received. Except as expressly provided in Section 4(b)(iii) below, your stock options and restricted stock units will be governed by the terms of the award agreements you previously received. For the avoidance of doubt, (x) your performance stock units, (y) the portion of your restricted stock units that are unvested as of the Separation Date, excepting only the next vesting applicable tranche as of the Separation Date, and (z) the portion of your stock options that are unvested as of the Separation Date, shall be immediately forfeited and cancelled as of the Separation Date. Subject to the execution and effectiveness of this Agreement, the amounts payable under this Agreement shall be in full satisfaction of all Equity Awards shall cease immediately payment obligations to you, including those identified in the Officer Employment Agreement between you and the Company dated as of January 18, 2022.
(b) As additional consideration:
(i) You will be eligible for a 2023 bonus as determined by the Company’s Board of Directors, as set forth more fully in your 2023 compensation letter, and any such bonus awarded shall be paid at the same time as bonuses for the 2023 year are paid to other executive officers of the Company;
(ii) The next vesting tranche of 15,000 shares of the Company’s common stock issuable under your restricted stock units (“RSUs”) granted in January 2022 will vest as scheduled on January 18, 2024 had you remained in the employment of the Company, provided that the Effective Date (as defined below) shall have occurred by such vesting date, and the remaining portion of such RSU grant will automatically be forfeited, terminated, and cancelled immediately upon the Separation Date; and
(iii) Immediately prior to the expiration of the three-month post-termination exercise period for the portion of your stock options that is vested as of the Separation Date, such post-termination exercise period will be extended so that you shall have a period of 90 days until June 30, 2024 to exercise the remaining vested and unexercised portion of your stock options otherwise in accordance with the Company’s applicable equity plan documents, award agreements relating to your stock options, and the other materials you received in connection with the acceptance of your stock options (the “Equity Documents”) (regardless of any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant language to the terms thereof.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) contrary in any material diminution by Equity Documents, but subject to the Company respective expiration dates of your title (including your ceasing stock options). The items outlined in subsections 4(a) and 4(b) above will hereafter be referred to have collectively as the title of President and CEO“Severance Sum”), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Severance. (a) In If you remain employed with the event that at any time Company through the Termination Date, or, if prior to the Termination Date, your employment with the Company is terminated by the Company without Cause as defined in the CIC Plan, then, subject to you executing and not revoking this Agreement in accordance with its terms, you will receive the following:
(a) Payments equal to the sum of: (i) $162,500.00, which represents 50% of your annual base pay and (ii) an amount equal to a pro-rata share of your target bonus for calendar year 2015 of approximately $186,986 less applicable tax withholding, payable over the 6-month period following your Actual Termination Date pursuant to the terms of the CIC Plan. You agree and acknowledge that these payments are the only cash incentive for which you are entitled to receive payment. For avoidance of doubt, you will not be entitled to any incentive compensation for calendar year 2016.
(b) If you properly elect continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) within the time period prescribed pursuant to COBRA under the Company’s group health plans and timely pay the applicable required premium for such coverage, the Company will, until the earlier of (A) six (6) months following the Actual Termination Date, or (B) the date upon which you and your eligible dependents are no longer eligible for COBRA continuation coverage, reimburse the premium costs for you and your eligible dependents for COBRA continuation coverage.
(c) Vesting acceleration with respect to each of your outstanding Equity Awards as set forth on Schedule 1, effective as of the Effective Date. You will have until the 12 month anniversary of your Actual Termination Date to exercise any stock options to the extent they have vested on that date (after taking into account the vesting acceleration set forth in this Section 2(c).
(d) For avoidance of doubt, if a Change in Control (as defined in the CIC Plan)) occurs within the three (3)-month period following your Actual Termination Date, or by you for Good Reason (as defined below), then:
(iwill be entitled to receive the benefits under Section 4.2 of the CIC Plan in lieu of the benefits set forth in Sections 2(a)-(c) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination this Agreement in accordance with the Company’s ordinary payroll practice;
(iii) to terms of the extent permitted by applicable healthcare laws CIC Plan. Further, and provided that for the avoidance of doubt, if you make a timely election to continue coverage, resign from or otherwise voluntarily terminate your employment with the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately any reason prior to the date of termination; and
(iv) (A) all unvested Restricted StockTermination Date, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional severance payments and Continued Benefits described in pursuant to this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof2 or otherwise.
(c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.
Appears in 1 contract
Sources: Transition, Separation and General Release Agreement (Sunrun Inc.)
Severance. (a) In the event that at any time consideration of your employment is terminated by commitments as set forth herein, the Company without Cause (as defined agrees to provide you with severance in the Plan), or by you for Good Reason (as defined below), then:
form of (i) the Company twelve (12) months of base salary continuation for an aggregate amount of $267,500 which shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination be paid in accordance with the Company’s ordinary customary payroll practice;
practices starting on the first payroll date on or after the Effective Date, as defined herein, and ending twelve (12) months later, (ii) a lump sum payment in an amount equal to $66,875 representing 50% of your target bonus for the 2023 fiscal year, payable on the first payroll date on or after the Effective Date, (iii) acceleration of vesting of 98,246 shares of the Company’s common stock underlying your restricted stock unit grant dated February 16, 2022, representing twelve months of acceleration of vesting, and (iv) if you timely elect to receive continuation coverage under the extent permitted by applicable healthcare laws and provided that you make a timely election Company’s group health, dental and/or vision plans for yourself, your spouse and/or your eligible dependents pursuant to continue coverageCOBRA, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall will reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts COBRA premiums, if any, paid or payable by you immediately prior to the date of termination; and
for such continuation coverage for twelve (iv12) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards months or until such COBRA continuation coverage otherwise expires (collectively, the payments and benefits described in clauses (i) through (iv), the “Equity AwardsSeverance Pay”). The shares of the Company’s common stock issuable pursuant to clause (iii) you then hold shall immediately vest in full, and (B) all Options above will remain exercisable for a period be issued as soon as reasonably practicable after the Effective Date of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option this Agreement. The Severance Pay shall be exercisable after subject to normal withholdings and deductions. You acknowledge that the expiration of its maximum termSeverance Pay constitutes special consideration to you in exchange for the promises made in this Agreement. In order to give effect to receive the foregoing provisionSeverance Pay, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, thenmust:
(ia) the Company shall pay Perform all duties assigned to you and transition your accrued but unpaid Base Salary job duties using your best judgment, professionalism, and abilities through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12Separation Date; and
(iiib) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable On or after the expiration of its maximum term pursuant to Separation Date but no later than twenty-one (21) days after the terms thereof.
(c) For purposes Company presented you with a copy of this Agreement: “Good Reason” shall mean (A) any material diminution by , you must sign this Agreement and must not revoke the Company of your title (including your ceasing to have Agreement. You may not sign this Agreement before the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentSeparation Date.
Appears in 1 contract
Severance. (a) In the event that at any time If your employment is terminated by the Company Rimage without Cause (as defined other than during the twelve (12) month period following a Change in the PlanControl), or by you for Good Reason (as defined belowsubject to the condition stated in Section 1(c), thenRimage will:
(i) continue to pay your base salary in accordance with ▇▇▇▇▇▇’s regular payroll practices for a period of twelve (12) months thereafter, or until you have secured other employment, whichever occurs first, subject to applicable tax withholding;
(ii) pay you an amount equal to the Company average of the annual bonus amounts you received with respect to the three complete calendar years prior to the date of your termination, such bonus payment, subject to applicable tax withholding, to be made in equal installments consistent with Rimage’s regular payroll practices over a period of twelve (12) months from the date of your termination, provided such installments shall cease at such time as you have secured other employment; and
(iii) if you are eligible for and elect COBRA or state continuation of the Rimage health, dental and group life insurance benefits, Rimage shall pay the portion of such COBRA premium that it pays for active employees until the earlier of: (A) twelve (12) months from the date COBRA coverage begins; or (B) the date COBRA coverage otherwise terminates. You shall pay the remaining portion of the premiums for such benefits during such period and, if applicable, the full premium thereafter.
(b) If you resign (other than for Good Reason during the twelve (12) month period following a Change in Control), if Rimage terminates your employment for Cause or if your employment terminates as a result of your death or disability, you shall be entitled to receive your base salary accrued but unpaid Base Salary through as of the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following the date of such termination, after which time the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment is terminated by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofsalary continuation benefit thereafter.
(c) For purposes In case of this Agreement: “Good Reason” termination without Cause, you shall mean (Abe entitled to receive the amounts due you under Section 1(a) any material diminution by the Company only upon your execution and delivery to Rimage of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report a general release with respect to any person(s) other than and all claims against Rimage and its officers, directors, employees, agents and shareholders, acceptable in form and substance to Rimage in all respects, and provided you continue to comply with the Board terms of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consentNondisclosure and Noncompetition Agreement with Rimage.
Appears in 1 contract
Sources: Severance Agreement (Rimage Corp)
Severance. (a) In the event that at any time your Executive’s employment is terminated by the Company without Cause (as defined in the Plan)Cause, or by you Executive for Good Reason (each as defined belowhereinafter defined), then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay your Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make the Executive makes a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you Executive and the your Executive’s dependents, less the amount payable by an active employee for such coverage, for a period of 180 days 12 months or until he obtains new employment, whichever comes first (the benefits provided described in this Section 12(a)(iii)9(a) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you Executive for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you Executive immediately prior to the date of termination; and
(iv) (A) the vesting applicable to all unvested Restricted Stock, Options, Option Shares Equity Awards granted during the Term shall cease immediately and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold the Executive shall immediately vest in full, and (B) all Options will remain exercisable for have a period of 90 calendar days following the date of such terminationto exercise any and all vested Equity Awards, after which time the Options all Equity Awards shall expire; provided, however, that no such Option Equity Award shall be exercisable after the expiration of its maximum term. In order to give effect term pursuant to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested or unvested portion subject to such equity award before 90 days following such terminationterms thereof.
(b) In the event that your Executive’s employment is terminated by the Company for Cause, or by you Executive other than for Good Reason, then:
(i) the Company shall pay your Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you Executive shall not be entitled to receive any additional payments and or Continued Benefits described in this Section 129; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you Executive shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereof.
(c) If a Change in Control occurs during the Term of Executive’s employment with the Company and the successor corporation (or a parent or subsidiary of the successor corporation) (1) does not offer Executive employment on terms comparable to Executive’s then existing terms of employment with the Company and in connection therewith, Executive terminates employment; or (2) Executive’s employment is terminated by such successor corporation without Cause or by Executive for Good Reason, within one-year after the Change in Control, then:
(i) the Company shall pay Executive’s accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse Executive for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company shall continue to pay Executive’s Base Salary at the rate in effect at the time of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 12 months following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) the Company shall pay Executive a Performance Bonus in an amount equal to the greater of (1) the target bonus for the applicable calendar year; and (2) the average of the Performance Bonus received by Executive for the two years immediately preceding termination;
(iv) the Company shall provide the Continued Benefits to Executive for a period of 12 months following the date of termination or until he obtains new employment, whichever comes first; and
(v) all unvested Equity Awards shall immediately vest in full and remain exercisable, if applicable, for a period of 90 calendar days following the date of such termination; provided, however, that no such option shall be exercisable after the expiration of its maximum term pursuant to the terms thereof. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an Equity Award regarding immediate forfeiture of unvested shares upon termination of service or the duration of post-termination of service exercise periods, following any termination of the Executive’s employment, none of Executive’s equity incentive awards shall terminate with respect to any vested or unvested portion subject to such Equity Award before 90 days following such termination.
(d) This Section 9 sets forth the only obligations of the Company with respect to the termination of Executive’s employment with the Company, and Executive acknowledges that, upon the termination of his employment, he shall not be entitled to any payments or benefits which are not explicitly provided in this Section 9. Further, notwithstanding anything to the contrary contained herein, the Company shall have no obligation to pay, and Executive shall have no right to receive, any compensation, benefits or other consideration provided for in this Section 9 (other than any accrued but unpaid Base Salary through the date of termination and any reimbursement of unreimbursed expenses incurred prior to the date of termination) (the “Payments”) unless Executive executes an agreement in a form satisfactory to the Company (the “Release Agreement”) releasing the Company from any and all liability in connection with the Executive’s employment or the termination thereof that becomes effective no later than 60 days following Executive’s termination (the “Release Deadline”). Except as required by Section 10, the Payments will commence on the first payroll period following the Release Agreement becoming effective; provided, that (i) if the Payments (or any portion thereof) constitute “deferred compensation” within the meaning of Section 409A (as defined in Section 10) and (ii) the period commencing on the date of termination and ending on the Release Deadline spans two calendar years, then the Payments (or such portion thereof that constitute “deferred compensation”) will commence on the later of the Release Agreement becoming effective and the first payroll date of the Company in the second calendar year. Any portion of the Payments that is delayed due to the application of the preceding sentence shall be made on the date that the Payments commence.
(e) Effective as of the date of any termination of the Executive’s employment, unless otherwise agreed to by Executive and the Board, upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to have resigned from all offices held at the Company or any subsidiary or other affiliate of the Company at the date of such termination, including without limitation the position of CMO.
(f) The Company shall withhold all applicable federal, state and local taxes and social security and such other amounts as may be required by law from all amounts payable to the Executive under this Section 9.
(g) The provisions of this Section 9 shall survive any termination of this Agreement.
(h) For purposes of this Agreement: , “Good ReasonCause” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of include any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.following:
Appears in 1 contract
Severance. You or the Company may terminate your employment (aand the Term) In the event that at any time and for any reason, with or without cause. However, if your employment is terminated during the Term either (i) by the Company without Cause (as defined in the Plan), and other than due to your death or Disability) or (ii) by you for Good Reason Reason, you shall receive your earned and accrued (and unpaid) base salary and vacation pay as defined of such termination of employment (the effective date of such termination of employment, the “Date of Termination”, and such earned and accrued (and unpaid) base salary and vacation pay, the “Accrued Compensation”) as well as (subject to the release condition below), then:
(i) the following severance payments ("the Severance Benefits"): • Severance pay equal, in the aggregate, to the sum of (a) one times your annual rate of base salary from the Company as in effect immediately prior to the Date of Termination plus (b) one times your target Annual Cash Award amount as in effect immediately prior to the Date of Termination, with such amount to be paid, subject to Section 13 of this Agreement, in a single lump sum on or within five business days following the date that is 60 days after the Date of Termination; • All equity awards held by you at termination which vest based on time shall pay your accrued but unpaid Base Salary through become fully • vested and all other terms of such awards shall be governed by the plans and programs and the agreements and other documents pursuant to which such awards were granted; • Unless otherwise expressly provided for in an applicable award agreement, any performance objectives upon which the earning of performance-based restricted stock, RSUs, and other equity awards and other long-term incentive awards (including cash awards) is conditioned shall be deemed to have been met at the greater of (A) target level al the Date of Termination, or (B) actual performance and reasonably anticipated performance at the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) the Company such amounts shall continue to pay your Base Salary at the rate in effect at the time become fully vested and non-forfeitable as a result of termination (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reason) for a period of 180 days following the date of termination in accordance with the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and provided that you make a timely election to continue coverage, the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”). Notwithstanding the foregoing, in the event that applicable healthcare laws do not permit continuation of coverage, then the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a period of 90 calendar days following employment at the date of such termination, after which time the Options shall expire; providedand, howeverin other respects, that no such Option awards shall be exercisable after governed by the expiration of its maximum term. In order plans and programs and the agreements and other documents pursuant to give effect which such awards were granted; • The Company will pay or reimburse you for your premiums charged to continue medical coverage pursuant to the foregoing provisionConsolidated Omnibus Budget Reconciliation Act (“COBRA”), notwithstanding anything at the same or reasonably equivalent medical coverage for you (and, if applicable, your eligible dependents) as in effect immediately prior to the contrary set forth Date of Termination, to the extent that you elect such continued coverage; provided that the Company’s obligation to make any payment or reimbursement pursuant to this section shall, subject to Section 13 of this Agreement, commence with continuation coverage for the month following the month in any agreement governing an equity award regarding immediate forfeiture which your “separation from service” (as defined in Section 13 of unvested shares this Agreement) occurs and shall cease with continuation coverage for the eighteenth (18th) month following the month in which your separation from service occurs (or, if earlier, shall cease upon termination the first to occur of service the date you become eligible for coverage under the health plan of a future employer, the date the Company ceases to offer group medical coverage to its active executive employees, or the duration date the Company is no longer obligated to provide COBRA coverage to you). To the extent you elect COBRA coverage, you shall notify the Company in writing of post-termination of service exercise periodssuch election prior to such coverage taking effect and complete any other continuation coverage enrollment procedures the Company may then have in place. All other rights under any other compensatory or benefit plan, following including any termination of your employmentdeferrals, none of your equity incentive awards shall terminate with respect be governed by such plan. To the extent that Annual Cash Awards had not yet been paid for the prior fiscal year, you shall be entitled to any vested or unvested portion subject to Annual Cash Award that you earned for such equity award before 90 days following such termination.
(b) In prior fiscal year as though you had remained employed through the event that your employment is terminated by actual payment date. If the Company for Cause, enters into or by you other than for Good Reason, then:
amends or renews employment or severance arrangements (i) the Company shall pay your accrued but unpaid Base Salary through exclusive of renewals of contracts that exist on the date of terminationthis letter) that generally provide the Company’s officers with similarly-situated or less senior positions (exclusive of arrangements with any officers holding more senior positions) with severance benefits that, at in the rate aggregate in effect at the time case of terminationeach officer, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior are more beneficial to the date officer than the aggregate level of termination;
(ii) you shall not be entitled to receive any additional payments and Continued your Severance Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awardsprovided for above, after which time all Equity Awards shall expire; provided, however, that no such Equity Award your Severance Benefits shall be exercisable after adjusted to reflect the expiration level of its maximum term pursuant severance benefits generally provided to the terms thereof.
officers with similarly-situated positions (c) For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, whichor, if capable of being curedno officer with a similarly-situated position, is not cured by the Company within 30 days after written notice thereof by you to officer with the Company; or (C) relocation of most senior officer position below your principal place of employment more than 50 miles without your consentposition who receives such other arrangement).
Appears in 1 contract
Severance. (a) a. In the event that at any time of your termination of employment is terminated from the Company by reason of your death, Disability, or by the Company without Cause (as defined in the Plan)for Cause, or by you for Good Reason (as defined below), thenwill be entitled to receive:
(i) the Company shall pay your accrued but i. any unpaid Base Salary through the date of termination,
ii. except in the case of your termination by the Company for Cause, at any annual bonus earned but unpaid with respect to the rate in effect at fiscal year ending on or preceding the time date of termination, accrued but unused vacation, and reimburse payable at the same time as it would have been paid had you not undergone a termination of employment;
iii. reimbursement in accordance with applicable Company policy for any unreimbursed business expenses incurred prior to through the date of termination;
iv. any accrued but unused vacation time in accordance with Company policy; and
i. all other payments, benefits or fringe benefits to which you are entitled under the terms of any applicable compensation or equity arrangement or employee benefit plan or program of the Company (iicollectively, the foregoing payment and benefits described in clauses (i)-(v) will be hereafter referred to as the “Accrued Benefits”).
b. In the event of your termination of employment from the Company by the Company without Cause, the Company shall continue pay or provide you with the following severance benefits in addition to the Accrued Benefits:
i. subject to your continued compliance with all of your post-termination obligations to the Company, an amount equal to your monthly Base Salary rate, paid monthly for a period of twelve months following such termination, provided that, in the event that you obtain other full-time employment, you must notify the company of such employment and you will not be entitled to any such payment in respect of the period beginning on the effective date of such new employment; and
ii. subject to (A) your timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), (B) your continued copayment of premiums at the same level and cost to you as if you were an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars), and (C) your Base Salary at continued compliance with all of your post-termination obligations to the rate Company, continued participation in effect at the time Company’s group health plan (to the extent permitted under applicable law and the terms of termination such plan) which covers you (without regard to any reduction in Base Salary that served as the basis for a resignation for Good Reasonand your eligible dependents) for a period of 180 days twelve months following the date of such termination in accordance with at the Company’s ordinary payroll practice;
(iii) to the extent permitted by applicable healthcare laws and expense; provided that you make a timely election to continue are eligible and remain eligible for COBRA coverage; and provided, further, that in the event that you obtain other employment that offers group health benefits, such continuation of coverage by the Company shall pay directly to the insurance provider the premium for COBRA continuation coverage for the you and the your dependents, less the amount payable by an active employee for such coverage, for a period of 180 days or until he obtains new employment, whichever comes first (the benefits provided in this Section 12(a)(iii)) shall be referred to as the “Continued Benefits”)will immediately cease. Notwithstanding the foregoing, the Company will not be obligated to provide the foregoing continuation coverage if it would result in the imposition of excise taxes on the Company for failure to comply with the nondiscrimination requirements of the Patient Protection and Affordable Care Act of 2010, as amended, and the Health Care and Education Reconciliation Act of 2010, as amended (to the extent applicable).
c. Payment of all amounts described in part (b) above, excluding the Accrued Benefits (the “Severance Payments”) will only be payable if you deliver to the Company and do not revoke a general release of claims in favor of the Company and its affiliates in a form reasonably satisfactory to the Company. Such release must be executed and delivered (and no longer subject to revocation, if applicable) within sixty days following termination. To the extent that payment of any amount of the Severance Payments constitutes “nonqualified deferred compensation” for purposes of “Code Section 409A” (as defined below), any such payment scheduled to occur during the first sixty days following the termination of employment will not be paid until the sixtieth day following such termination of employment and will include payment of any amount that was otherwise scheduled to be paid prior thereto.
d. In the event that applicable healthcare laws do not permit continuation a Change of coverageControl occurs while you have been in the continuous employment of the Company, then each equity award (or, if applicable, any securities granted or issued to you in respect of such equity award in connection with a Change of Control) shall become fully vested and immediately exercisable in full if, within the Company shall reimburse you for the costs of obtaining coverage in an amount not to exceed the coverage amounts paid or payable by you immediately prior to the date of termination; and
(iv) (A) all unvested Restricted Stock, Options, Option Shares and any other Company equity compensation awards (collectively, “Equity Awards”) you then hold shall immediately vest in full, and (B) all Options will remain exercisable for a twelve month period of 90 calendar days following the date of the consummation of such terminationChange of Control, after which time your employment with the Options shall expire; provided, however, that no such Option shall be exercisable after the expiration of its maximum term. In order to give effect to the foregoing provision, notwithstanding anything to the contrary set forth in any agreement governing an equity award regarding immediate forfeiture of unvested shares upon termination of service Company or the duration of post-termination of service exercise periods, following any termination of your employment, none of your equity incentive awards shall terminate with respect to any vested acquiring or unvested portion subject to such equity award before 90 days following such termination.
(b) In the event that your employment succeeding corporation is terminated without Cause by the Company for Cause, or by you other than for Good Reason, then:
(i) the Company shall pay your accrued but unpaid Base Salary through the date of termination, at the rate in effect at the time of termination, accrued but unused vacation, and reimburse you for any unreimbursed business expenses incurred prior to the date of termination;
(ii) you shall not be entitled to receive any additional payments and Continued Benefits described in this Section 12; and
(iii) the vesting applicable to all Equity Awards shall cease immediately and the you shall have a period of 90 days to exercise any and all vested Equity Awards, after which time all Equity Awards shall expire; provided, however, that no such Equity Award shall be exercisable after the expiration of its maximum term pursuant to the terms thereofacquiring or succeeding corporation.
(c) 1. For purposes of this Agreement: “Good Reason” shall mean (A) any material diminution by the Company of your title (including your ceasing to have the title of President and CEO), duties, authority or Base Salary (including without limitation any requirement that you report to any person(s) other than the Board of the Company); (B) a material breach by the Company of any of the provisions contained in this Agreement, which, if capable of being cured, is not cured by the Company within 30 days after written notice thereof by you to the Company; or (C) relocation of your principal place of employment more than 50 miles without your consent.:
Appears in 1 contract
Sources: Employment Agreement (R1 RCM Inc.)