Termination by the Company without Cause; Termination by You for Good Reason. In the event that your employment is terminated by the Company without Cause pursuant to Section 10(d) or by you for Good Reason pursuant to Section 10(e), the Company shall pay the following amounts to you:
Termination by the Company without Cause; Termination by You for Good Reason. In the event the Company terminates your employment without Cause pursuant to Section 4.3 above, or in the event you terminate your employment for Good Reason pursuant to Section 4.4 above, you shall be entitled to receive (1) any base salary earned but unpaid as of the date of termination, (2) any Performance Bonus, Acquisition Bonus and/or Capital Raise Bonus which has been earned and determined as of the date of termination but not yet paid, and (3) any authorized business expenses that were incurred but not reimbursed as of the date of termination. In addition, you will be entitled to receive the following severance benefits:
Termination by the Company without Cause; Termination by You for Good Reason. The first paragraph of Section 11(b) of the Amended Agreement is replaced in its entirety by the following: The Company may terminate your employment without Cause at any time by giving you written notice to that effect. You may terminate your employment for Good Reason (as defined below) upon 60 days advance written notice. In the event that the Company terminates your employment without Cause or you terminate your employment for Good Reason, commencing in calendar year 2024 you shall thereupon be entitled to (i) payments equal to your Base Salary plus your target Bonus paid over the twelve (12) months following your termination, subject to applicable withholdings, provided that: (A) the first such payment shall not be made until the first regular payroll date following the effective date (after the expiration of the applicable revocation period) of the general release and covenant not to sue that you are required to execute pursuant to Section 12 below, which first payment shall consist of all such payments that otherwise would have been made to you pursuant to this Section 11(b) between the termination of your employment and the effective date of such general release and covenant not to sue, and (B) to the extent necessary to avoid accelerated taxation and/or tax penalties under Section 409A (as defined below), the applicable portion of such payments shall be paid prior to March 15 of the year following the year in which the termination of your employment occurred, and (ii) the immediate vesting of the portion of the Second Amendment Option Grant that would have vested had the Second Amendment Option Grant been subject to annual pro rata vesting commencing with the Date of Grant. Should the Company terminate your employment without Cause, you will also: be reimbursed for reasonable expenses incurred, but not paid prior to the effective date of such termination of employment, subject to Company policies including providing of supporting receipts; be entitled to such rights to other compensation and benefits as may be provided in applicable plans and programs of the Company, including, without limitation, applicable employee benefit plans and programs, according to the terms and conditions of such plans and programs including COBRA benefits at your own expense; and a relocation to the city of your choice in the continental United States pursuant to the Company’s relocation policy.
Termination by the Company without Cause; Termination by You for Good Reason. Section 11(b) of the Agreement is replaced in its entirety by the following: In the event that the Company terminates your employment without Cause (and other than due to death or Disability), or you terminate your employment for Good Reason, commencing in calendar year 2024 you shall be entitled to receive (i) the Accrued Benefits; (ii) an amount equal to the sum of your Base Salary plus your target Bonus, paid over twelve (12) months following the termination of your employment in accordance with the Company’s normal payroll practices; (iii) any unpaid Bonus for the calendar year preceding the date of termination of your employment, regardless of the general requirement to remain employed through the payment date; and (iv) immediate vesting of all equity awards previously granted to you pursuant to this Agreement or otherwise. The restrictions set forth in Section 16 (but not in Section 17) shall continue to apply following such termination of employment.
