Effect of Termination of Employment Clause Example with 9 Variations from Business Contracts

Effect of Termination of Employment. Termination for Cause, Cause. Death or Disability, or Voluntary Termination. Resignation without Good Reason. In the event you are subject to a Termination your employment is terminated for Cause, in the event of your employment terminates due to your death or Disability, or in Disability (which termination may be implemented by written notice by the event of Company if you have been Disabled for six (6) consecutive months while you remain Disabled), you voluntarily resign your Voluntary Termina...tion, employment other than for Good Reason, you will be paid only only: (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, Salary, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested then-vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards awards, including insurance and health and benefit plans in which you participate (and subject to the terms of the foregoing), participate, unless otherwise specifically provided in this Agreement and (iv) (iii) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). Termination During Employment Term without Cause, Not in Connection with a Change in Control. In the event of your Termination without Cause during the Employment Term not in connection with or Resignation for Good Reason during the Employment Term, Absent a Change in Control (as defined Control. If the Company terminates your employment without Cause, if your employment is terminated by you due to your resignation for Good Reason, or in the event that the Company elects to not renew this Agreement pursuant to Section 8(c) below), 2 in any case more than three (3) months before, or more than twelve (12) months following, a Change in Control, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in the Company's standard form attached hereto as Exhibit A (the "Release") and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, you shall be entitled to (i) your to: i. the Accrued Compensation, (ii) Compensation; ii. a lump sum payment equal to twelve (12) months of your then current then-current Base Salary, payable on Salary; iii. a lump sum payment equal to 100% of your Target Bonus (assuming target achievement level) for the regular first payroll date after then-current fiscal year; iv. a payment of the 60th day COBRA premiums (or reimbursement to you of such premiums) for continued health coverage for you and your dependents for a period of twelve (12) months; and v. immediate acceleration of the number of then-unvested shares subject to the Option and the RSU that would have vested during the twelve (12) month period following your termination of employment, (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you in the twelve (12) months following your termination of employment, provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. employment. Termination without Cause during Employment Term or Resignation for Good Reason during Employment Term, in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control occurs and if the Company terminates your employment without Cause or that occurs the Company elects to not renew this Agreement pursuant to Section 2, or if you resign for Good Reason, in any case within the period beginning 3 three (3) months before before, and ending twelve (12) months following a following, such Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), 9(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to (i) twenty-four (24) months of your Accrued Compensation, (ii) then-current Base Salary; iii. a lump sum payment equal to 100% of your Target Bonus (assuming target achievement level) for the severance benefits provided then-current fiscal year; iv. a payment of the COBRA premiums (or reimbursement to you of such premiums) for continued health coverage for you and your dependents for a period of eighteen (18) months; v. immediate acceleration of all of the then-unvested shares subject to the Option, the RSU and any other equity awards granted in the Company's Change future, other than any Performance Awards; vi. with respect to Performance Awards, the vesting will accelerate as set forth in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance terms of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). applicable performance-based equity award agreement, if applicable. View More

Effect of Termination of Employment. a. Termination for Cause, Death or Disability, or Voluntary Termination. Resignation without Good Reason. In the event you are subject to a Termination your employment is terminated for Cause, in the event of your employment terminates due to your death or Disability, or in the event of you voluntarily resign your Voluntary Termination, employment other than for Good Reason, you will be paid only paid: (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, Salary,... (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year bonus period which remains unpaid by the Company as of the date of the termination of employment determined in good faith in accordance with customary practice, to be paid at the same time as bonuses are paid for that period to other eligible executives (for the avoidance of doubt, no bonus will be paid in respect of the year in which such termination occurs), (iii) other unpaid and then vested then-vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards awards, including insurance and health and benefit plans in which you participate (and subject to the terms of the foregoing), participate, unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). 5 b. Termination During Employment Term without Cause, Not in Connection with Cause or Resignation for Good Reason, Absent a Change in Control. In If the event of Company terminates your Termination employment without Cause during the Employment Term not or if your employment is terminated by you due to your resignation for Good Reason, in connection with either case more than one (1) month before or more than twelve (12) months following a Change in Control (as defined in Section 8(c) below), Control, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in the Company's standard form attached hereto as Exhibit B (the "Release") and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, you shall be entitled to (i) your to: i. the Accrued Compensation, (ii) Compensation; ii. a lump sum payment equal to twelve (12) nine (9) months of your then current then-current Base Salary, payable on Salary; and iii. payment of the regular first payroll date after the 60th day following your termination of employment, (iii) provided COBRA premiums (provided you timely elect COBRA coverage) by the Company to continue its insurer (or reimbursement to you of such premiums) for continued health coverage for you and your eligible dependents until the earlier of (x) nine (9) months; or (y) the date you become covered under COBRA, reimbursement for any monthly COBRA premium payments made by you in the twelve (12) months following your termination a group health plan of employment, provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. another employer. c. Termination without Cause or Resignation for Good Reason, in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control occurs and if the Company terminates your employment without Cause or that occurs if you resign for Good Reason, in either case within the period beginning 3 months before one (1) month before, and ending twelve (12) months following a following, such Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to (i) eighteen (18) months of your Accrued Compensation, (ii) then-current Base Salary; iii. payment of the severance benefits provided in COBRA premiums (provided you timely elect COBRA coverage) by the Company's Company to its insurer (or reimbursement to you of such premiums) for continued health coverage for you and your eligible dependents until the earlier of (x) Twelve (12) months; or (y) the date you become covered under a group health plan of another employer; and iv. with respect to the Option and any other outstanding equity award the vesting shall accelerate and become vested and exercisable as to 100% of the then-unvested shares subject to the Option and other equity awards effective immediately prior to the Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). Control. View More

Effect of Termination of Employment. a. Termination for Cause, Death or Disability, or Voluntary Termination. Resignation without Good Reason. In the event you are subject to a Termination your employment is terminated for Cause, in the event of your employment terminates due to your death or Disability, or in the event of you voluntarily resign your Voluntary Termination, employment other than for Good Reason, you will be paid only paid: (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, Salary,... (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year bonus period which remains unpaid by the Company as of the date of the termination of employment determined in 5 good faith in accordance with customary practice, to be paid at the same time as bonuses are paid for that period to other eligible executives (for the avoidance of doubt, no bonus will be paid in respect of the year in which such termination occurs), (iii) other unpaid and then vested then-vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards awards, including insurance and health and benefit plans in which you participate (and subject to the terms of the foregoing), participate, unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). b. Termination During Employment Term without Cause, Not in Connection with Cause or Resignation for Good Reason, Absent a Change in Control. In If the event of Company terminates your Termination employment without Cause during the Employment Term not or if your employment is terminated by you due to your resignation for Good Reason, in connection with either case more than one (1) month before or more than twelve (12) months following a Change in Control (as defined in Section 8(c) below), Control, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in the Company's standard form attached hereto as Exhibit B (the "Release") and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, you shall be entitled to (i) your to: i. the Accrued Compensation, (ii) Compensation; ii. a lump sum payment equal to twelve (12) nine (9) months of your then current then-current Base Salary, payable on Salary; and iii. payment of the regular first payroll date after the 60th day following your termination of employment, (iii) provided COBRA premiums (provided you timely elect COBRA coverage) by the Company to continue its insurer (or reimbursement to you of such premiums) for continued health coverage for you and your eligible dependents until the earlier of (x) nine (9) months; or (y) the date you become covered under COBRA, reimbursement for any monthly COBRA premium payments made by you in the twelve (12) months following your termination a group health plan of employment, provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. another employer. c. Termination without Cause or Resignation for Good Reason, in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control occurs and if the Company terminates your employment without Cause or that occurs if you resign for Good Reason, in either case within the period beginning 3 months before one (1) month before, and ending twelve (12) months following a following, such Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to: i. the Accrued Compensation; ii. a lump sum payment equal to (i) twenty-four (24) months of your Accrued Compensation, (ii) then-current Base Salary; iii. payment of the severance benefits provided COBRA premiums (provided you timely elect COBRA coverage) by the Company to its insurer (or reimbursement to you of such premiums) for continued health coverage for you and your eligible dependents until the earlier of (x) eighteen (18) months; or (y) the date you become covered under a group health plan of another employer; and 6 iv. with respect to the Option and any other outstanding equity award the vesting shall accelerate and become vested and exercisable as to 100% of the then-unvested shares subject to the Option and other equity awards effective immediately prior to the Change in the Company's Control. d. Certain Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For within four (4) months. Notwithstanding anything provided in Section 8(c), if within the avoidance first four (4) months following the Effective Date, the Company receives a term sheet or written offer to purchase the Company or its assets from a certain company to be mutually agreed to in writing between you and the Board that results in a Change in Control that is consummated within eighteen (18) months following the Effective Date, then the lump sum payment in Section 8(c)(ii) will be reduced to 12 months of doubt, your then current Base Salary and the benefits payable pursuant equity acceleration in Section 8(c)(iv) will be reduced from 100% to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). 50%. View More

Effect of Termination of Employment. (a) Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of... the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). (b) Termination During Employment Term without Cause, Not in Connection with a Change in Control. Cause or Constructive Termination. In the event of your Termination without Cause during or Constructive Termination, you will receive the Employment Term not in connection with a Change in Control (as defined in Section 8(c) below), Accrued Compensation. In addition, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in on the Company's standard form of release (the "Release") and satisfy all conditions to make the Release effective within sixty (60) fifty (50) days following your termination of employment, then, then you shall be entitled to (i) your Accrued Compensation, (ii) a lump sum continued payment equal to twelve (12) months of your then current then-current Base Salary, Salary for a period of six (6) months following the date of your termination in accordance with the Company's standard payroll schedule, with the first installment payable on the regular Company's first customary payroll date after that occurs on the 60th sixtieth (60th) day following your termination date of employment, (iii) termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (ii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you Employee in the twelve (12) six (6) months following your termination of employment, employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date business day after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. Termination without Cause in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to (i) your Accrued Compensation, (ii) the severance benefits provided in the Company's Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). employment. View More

Effect of Termination of Employment. (a) Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of... the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). (b) Termination During Employment Term without Cause, Not in Connection with a Change in Control. Cause or Constructive Termination. In the event of your Termination without Cause during the Employment Term not in connection with a Change in Control (as defined in Section 8(c) below), or Constructive Termination, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in on the Company's standard form of release (the "Release") and satisfy all conditions to make the Release effective within sixty (60) fifty (50) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, payable on the date of your termination, (ii) any unpaid portion of your Retention Bonus, payable in a lump sum on the first Company's first customary payroll date following the effective date of the Release, (iii) continued payment equal to twelve (12) months of your then current then-current Base Salary, Salary for a period of six (6) months following the date of your termination in accordance with the Company's standard payroll schedule, with the first installment payable on the regular Company's first customary payroll date after that occurs on the 60th sixtieth (60th) day following your termination date of employment, termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you Employee in the twelve (12) six (6) months following your termination of employment, employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date business day after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. Termination without Cause in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to (i) your Accrued Compensation, (ii) the severance benefits provided in the Company's Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). employment. View More

Effect of Termination of Employment. (a) Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of... the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). (b) Termination During Employment Term without Cause, Not in Connection with a Change in Control. Cause or Constructive Termination. In the event of your Termination without Cause during the Employment Term not in connection with a Change in Control (as defined in Section 8(c) below), or Constructive Termination, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in on the Company's standard form of release (the "Release") and satisfy all conditions to make the Release effective within sixty (60) fifty (50) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, (ii) a lump sum payment equal to twelve (12) months of your then current Base Salary, payable on the regular date of your termination, (ii) continued payment of your then-current Base Salary for a period of six (6) months following the date of your termination in accordance with the Company's standard payroll schedule, with the first installment payable on the Company's first customary payroll date after that occurs on the 60th sixtieth (60th) day following your termination date of employment, termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you Employee in the twelve (12) six (6) months following your termination of employment, employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date business day after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. Termination without Cause in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to (i) your Accrued Compensation, (ii) the severance benefits provided in the Company's Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). employment. View More

Effect of Termination of Employment. (a) Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of... the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). (b) Termination During Employment Term without Cause, Not in Connection with a Change in Control. Cause or Constructive Termination. In the event of your Termination without Cause during the Employment Term not in connection with a Change in Control (as defined in Section 8(c) below), or Constructive Termination, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in on the Company's standard form of release (the "Release") and satisfy all conditions to make the Release effective within sixty (60) fifty (50) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, payable on the date of your termination, (ii) continued payment of your then-current Base Salary for a lump sum payment equal to period of twelve (12) months following the date of your then current Base Salary, termination in accordance with the Company's standard payroll schedule, with the first installment payable on the regular Company's first customary payroll date after that occurs on the 60th 3 sixtieth (60th) day following your termination date of employment, termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you Employee in the twelve (12) months following your termination of employment, employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date business day after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. Termination without Cause in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to (i) your Accrued Compensation, (ii) the severance benefits provided in the Company's Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). employment. View More

Effect of Termination of Employment. (a) Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of the date of... the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). (b) Termination During Employment Term without Cause, Not in Connection with a Change in Control. Cause or Constructive Termination. In the event of your Termination without Cause during the Employment Term not in connection with a Change in Control (as defined in Section 8(c) below), or Constructive Termination, provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general release of claims in favor of the Company in on the Company's standard form of release (the "Release") and satisfy all conditions to make the Release effective within sixty (60) thirty (30) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, (ii) continued payment of your then-current Base Salary for a lump sum payment equal to period of twelve (12) months following the date of your then current Base Salary, termination in accordance with the Company's standard payroll schedule, with the first installment payable on the regular Company's first customary payroll date after the 60th day that occurs more than thirty (30) days following your termination date of employment, termination; provided that the first installment shall include a catch-up payment to cover payment of amount retroactive to the day immediately following the date of termination, and (iii) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you Employee in the twelve (12) months following your termination of employment, employment or, if earlier, until you are eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer; provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date business day after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. Termination without Cause in Connection with a Change in Control. In the event of your Termination without Cause in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to (i) your Accrued Compensation, (ii) the severance benefits provided in the Company's Change in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For the avoidance of doubt, the benefits payable pursuant to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you will remain eligible to receive the benefits under Section 8(b) or Section 8(c). employment. View More

Effect of Termination of Employment. (a) Termination for Cause, Death or Disability, or Voluntary Termination. In the event you are subject to a Termination for Cause, in the event of your death or Disability, disability, or in the event of your Voluntary Termination, you will be paid only (i) any earned but unpaid Base Salary and earned but unused vacation or paid time off, (ii) except in the case of Termination for Cause, the amount of any Actual Bonus earned and payable from a prior year which remains unpaid by the Company as of... the date of the termination of employment determined in accordance with customary practice, (iii) other unpaid and then vested amounts, including any amount payable to you under the specific terms of any agreements, plans or awards in which you participate (and subject to the terms of the foregoing), unless otherwise specifically provided in this Agreement and (iv) reimbursement for all reasonable and necessary expenses incurred by you in connection with your performance of services on behalf of the Company in accordance with applicable Company policies and guidelines, in each case as of the effective date of such termination of employment (the "Accrued Compensation"). (b) Termination During Employment Term without Cause, Cause or Constructive Termination, Not in In Connection with With a Change in Control. In the event of your Termination without Cause or Constructive Termination during the Employment Term not in connection with a Change in Control (as defined in Section 8(c) 7(c) below), provided that (except with respect to the Accrued Compensation) you deliver to the Company a signed settlement agreement and general its standard form of release of claims in favor of the Company in the Company's standard form (the "Release") and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, you shall be entitled to (i) your Accrued Compensation, Compensation; (ii) acceleration as to 25% of then-unvested portion of the Equity Award; (iii) a lump sum payment equal to twelve (12) 12 months of your then current Base Salary, Salary and 50% of your Target Bonus, payable on the regular first payroll date business day after the 60th day following your termination of employment, (iii) employment; and (iv) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by you Employee in the twelve (12) 12 months following your termination of employment, provided that, if the Company determines in its sole discretion that it cannot provide the COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to the then unreimbursed monthly COBRA premiums, which lump sum payment will be made on the first regular payroll date business day after the 60th day following your termination of employment, and (iv) the Company will accelerate the vesting of the Equity Award, such that, for the 9 periods following the termination date, any remaining incentive stock options that were not otherwise vested will continue to vest in equal monthly installments. employment. (c) Termination without Cause in or Constructive Termination In Connection with With a Change in Control. In the event of your Termination without Cause or Constructive Termination in connection with a Change in Control or that occurs within the period beginning 3 months before and ending twelve (12) months following a the Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), 7(b)), you shall be entitled to (i) your Accrued Compensation, Compensation; (ii) acceleration as to 100% of the severance benefits then-unvested portion of the Equity Award; (iii) a lump sum payment equal to 18 months of your then current Base Salary and 100% of your Target Bonus, in each case, payable on the first business day after the 60th day following your termination of employment; and (iv) provided you timely elect to continue health coverage under COBRA, reimbursement for any monthly COBRA premium payments made by Employee in the Company's Change 18 months following your termination of employment, provided that, if the Company determines in Control Severance Policy adopted October 6, 2017 (the "CIC Policy"). Miscellaneous. For its sole discretion that it cannot provide the avoidance COBRA benefits described herein without violating applicable law (including, without limitation, Section 2716 of doubt, the benefits payable pursuant Public Health Service Act), the Company shall in lieu thereof provide you with a taxable lump sum payment in an amount equal to Section 8(b) or Section 8(c) are not cumulative. If a Termination with Cause occurs during the Employment Term, then you unreimbursed monthly COBRA premiums, which lump sum payment will remain eligible to receive be made on the benefits under Section 8(b) or Section 8(c). first business day after the 60th day following your termination of employment. View More