Executive Severance and Change in Control Benefits Plan
1. Establishment of Plan. Schrödinger, Inc., a Delaware corporation, hereby establishes an unfunded severance benefits plan (the Plan) that is intended to be a welfare benefit plan within the meaning of Section 3(1) of ERISA. The Plan is in effect for Covered Employees who experience a Covered Termination occurring after the Effective Date and before the termination of this Plan.
2. Purpose. The purpose of the Plan is to establish the conditions under which Covered Employees will receive the severance benefits described herein if employment with the Company (or its successor in a Change in Control) terminates under the circumstances specified herein. The severance benefits paid under the Plan are intended to assist Covered Employees in making a transition to new employment and are not intended to be a reward for prior service with the Company.
3. Definitions. For purposes of this Plan,
(a) Base Salary shall mean, for any Covered Employee, such Covered Employees base rate of pay as in effect immediately before a Covered Termination (or prior to the Change in Control, if greater) and exclusive of any bonuses, overtime pay, shift differentials, adders, any other form of premium pay, or other forms of compensation.
(b) Benefits Continuation shall have the meaning set forth in Section 8(a) hereof.
(c) Board shall mean the Board of Directors of Schrödinger, Inc.
(d) Bonus shall mean, for any Covered Employee, the target annual bonus established by the compensation committee of the Board that the employee was eligible to earn for the year in which the Covered Termination occurs (or for the year in which the Change in Control occurs, if greater), without regard to whether the performance goals applicable to such bonus had been established or satisfied at the date of termination of employment.
(e) Cause shall mean (i) a material breach of any material term of any applicable offer letter or employment agreement or any employee proprietary information and inventions, nondisclosure, non-competition, non-solicitation (or similar) agreement with the Company, (ii) a plea of guilty or nolo contendere to, or conviction of, the commission of a felony offense or a crime of dishonesty, (iii) repeated unexplained or unjustified absences, refusals or failures to carry out the lawful directions of the Board or the Chief Executive Officer, or the employees supervisor, or (iv) willful misconduct that results or is reasonably likely to result in material harm to the Company; and, solely in the case of (i), (iii) and (iv), if determined by the Board in good faith to be reasonably susceptible of cure, Executive has failed to cure such breach or conduct within thirty (30) days after his receipt of written notice from the Company stating in reasonable specificity the nature of such breach or conduct.