Qualifying Termination Clause Example with 25 Variations from Business Contracts
This page contains Qualifying Termination clauses in business contracts and legal agreements. An example clause is provided at the top of the page, followed by clauses with minor variations. You can view the text differences by selecting the "Show Differences" option.
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) months of his or her monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company's standard payroll pro...cedures which will be made on the first business day occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month period following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis.View More
Variations of a "Qualifying Termination" Clause from Business Contracts
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, 5, 10, and 10 11 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive an amount equal to (i) twelve (12) months months' worth of his or her monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). salary, and (ii) then-current annual target bonus opportunity. The Executive will... receive his or her severance payment in a cash lump-sum in accordance with the Company's standard payroll procedures procedures, which payment will be made on no later than the first business day regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If The Company shall pay Executive timely elects continued coverage under a lump-sum cash payment equal to the full amount of Executive's Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA ("COBRA") premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month period following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal based upon the same period for which Executive is paid severance benefits pursuant to Section 2(a) following Executive's Separation. The Executive will receive his or her COBRA payment in a cash lump-sum in accordance with the monthly COBRA premium that Executive would Company's standard payroll procedures, which payment will be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for made no later than the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective regular payroll date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from Separation, provided that the Release Conditions have been satisfied. (c) Equity. If, as of the date of Executive's Separation (to Separation, Executive has been employed with the extent Company for a period of less than twelve (12) months, then the Executive's Equity Awards that vest upon Executive completing a cliff vesting period of twelve (12) months of continuous service or less (a "Vesting Cliff") shall accelerate and become vested and exercisable as if his or her employment had continued through the first Vesting Cliff. Awards that would otherwise vest only upon satisfaction of performance criteria, shall not otherwise satisfied with continuation coverage). However, if accelerate but shall vest through the period comprising the sum of the sixty (60)-day period described in first Vesting Cliff (if any) under the preceding sentence and only to the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then extent of achievement of performance milestones (if measurable on the payments which constitute deferred compensation subject date of Executive's Separation). Subject to Section 409A will not in any case 5, the accelerated vesting described above shall be paid in effective as of the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. date of Executive's Separation. View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, 8, and 10 9 below, Executive will be entitled to the following payments and benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) an amount equal to [____] months of his or her Executive's monthly base salary (at at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Termination. Executive will receive his or her such severance pay...ment in a cash lump-sum in accordance with the Company's standard payroll procedures lump sum, which will be made paid on the first business day occurring after the sixtieth (60th) day following the Qualifying Termination, provided that the Release Conditions have been satisfied. In addition, if Executive was employed on the last day of any performance period applicable to any cash incentive program of the Company in which Executive participated prior to Executive's Separation, then Executive shall be paid such incentive compensation, if any (calculated based on actual achievement of such program's applicable performance criteria), at the time that other participants in such program are paid thereunder, and, in any event, no later than two and one-half (2-1/2) months after the end of the taxable year in which the Separation occurs or at such earlier time as may be required by applicable law, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested If Executive is subject to a Qualifying Termination, no Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate accelerate, except as may be provided in an individual award agreement between Executive and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. Company. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month [____]-month period following the Executive's Separation or, if earlier, until Executive is eligible to be covered has obtained coverage under another substantially equivalent medical insurance plan by from a subsequent employer. Notwithstanding the foregoing, employer or is otherwise ineligible for COBRA; provided, however, that if the Company, in its sole discretion, Company determines that it cannot provide the foregoing subsidy payment of COBRA coverage on behalf of Executive without potentially violating or causing applicable law, the Company to incur additional expense as will provide Executive, in lieu thereof, a result of noncompliance with applicable law (including, without limitation, Section 2716 taxable lump sum payment for the balance of the Public Health Service Act), [____]-month COBRA period, which payment will equal 100% of the applicable COBRA premium for Executive and any dependents. The number of months of COBRA to be paid to Executive, in the event of a cash payment under the preceding sentence, shall be reduced by the number of months of COBRA premiums previously paid by the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. behalf. View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, 8, and 10 9 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay Executive an amount equal to the Executive twelve (12) sum of (i) ( ) months of his or her then-current monthly base salary (at salary, (ii) target Annual Bonus, pro-rated as a percentage of the rate number of days Executive remained employed in effect the applicable year prior to the effect...ive date of termination ("Termination Date") and (iii) any unpaid bonuses arising from the achievement of performance goals in the fiscal year immediately prior to the actions fiscal year in which the Qualifying Termination occurs that resulted Executive would have been paid had Executive remained an employee through the applicable payment date (provided that such payment date would have occurred in the fiscal year in which the Qualifying Termination). The Termination occurs). Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company's standard payroll procedures lump sum, less applicable withholdings, which will be made paid on the first business day occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested If Executive is subject to a Qualifying Termination, no Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), below) shall accelerate accelerate, except as may be provided in an individual award agreement between Executive and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Company. (b) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act or any local, state or federal law of similar effect ("COBRA"), the Company shall pay pay, directly to the applicable plan administrator on Executive's behalf, the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's spouse and eligible dependents, for the twelve (12) month ( )-month period following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, employer; provided that if the Company, in its sole discretion, Company determines that it cannot provide the foregoing subsidy payment of COBRA coverage on behalf of Executive without potentially violating applicable law or causing incurring additional expense under applicable law, the Company to incur additional expense as will provide Executive, in lieu thereof, a result of noncompliance with applicable law (including, without limitation, Section 2716 taxable lump sum payment for the balance of the Public Health Service Act), nine (9)-month COBRA period, which payment will equal 100% of the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly applicable COBRA premium that for Executive would and any dependents. The number of months of COBRA to be required to pay to continue paid, in the group health coverage in effect on event of a cash payment under the date of the Separation (which amount preceding sentence, shall be based on reduced by the premium for the first month number of months of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on premiums previously paid by the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. Company. View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) 12 months of his or her [his][her] monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company's standa...rd payroll procedures which will be made on the first business day next regular payroll date occurring after the sixtieth (60th) Release Conditions have been satisfied, provided that if the sixty (60) day period following the Separation, provided that Separation spans two calendar years, then the severance payment will be paid on the first payroll date occurring in the second calendar year after the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month same period that Executive is paid severance benefits pursuant to Section 2(a) following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding (c) [Equity. Any outstanding Equity Awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and become vested and exercisable as if an additional six (6) months of vesting had occurred to the foregoing, if then unvested shares subject to the Company, in its sole discretion, determines that it cannot provide Equity Awards. "Equity Awards" means all options to purchase shares of Company common stock as well as any and all other stock-based awards granted to the foregoing subsidy of COBRA coverage without potentially violating Executive, including but not limited to stock bonus awards, restricted stock, restricted stock units or causing stock appreciation rights. Subject to Section 4, the Company to incur additional expense accelerated vesting described above shall be effective as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. Separation.] View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, the Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) months (i) six (6) months' worth of his or her monthly base salary (at at the rate in effect immediately at the time of the Separation and (ii) the prorated portion of his or her then-current target bonus opportunity for the portion of the current year that Executive... served prior to the actions that resulted Separation (calculated based on the number of full months to date in the Qualifying Termination). bonus year multiplied by 1/12 of the annual target bonus opportunity) at the rate in effect at the time of the Separation. The Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company's standard payroll procedures procedures, which payment will be made on no later than the first business day regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% but in no event later than March 15th of the then unvested shares subject to calendar year immediately following the Equity Award effective immediately prior to calendar year in which the Separation. (c) date of the Separation occurs. (b) Continued Employee Benefits. If the Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month same period that the Executive is entitled to severance benefits pursuant to 1 Any reference to the Company will be understood to include any direct or indirect subsidiary of the Company that employs the Executive, including Bill.Com, Inc. Section 2(a) following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, employer; provided that if the Company, in its sole discretion, Company determines that it cannot provide the foregoing subsidy payment of COBRA coverage on behalf of the Executive without potentially violating applicable law or causing the Company to incur incurring additional expense as a result of noncompliance with under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall will provide to the Executive in lieu thereof a taxable monthly lump sum payment for the balance of the COBRA period. (c) Equity Awards. Each of the Executive's then-outstanding unvested Equity Awards shall be treated in an amount equal accordance with their terms and the terms of the applicable equity incentive plan. Notwithstanding the foregoing, in the event of a Qualifying Termination that follows a Potential Change in Control and precedes a Change in Control, any then-outstanding unvested Equity Awards shall cease vesting pursuant to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect their normal vesting schedule on the date of the Separation (which amount Qualifying Termination but shall not lapse or be based forfeited on such date. Instead, such Equity Awards shall remain outstanding until the premium for the first month three (3)-month anniversary of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described such termination, and solely in the preceding sentence and the ten (10)-day period described event a Change in Control subsequently occurs during such period, such Equity Awards shall be treated in accordance with Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. 3(c). View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, 8, and 10 9 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay Executive an amount equal to the Executive twelve (12) sum of (i) six (6) months of his or her monthly base salary (at and (ii) 50% of Executive's then-current target annual bonus, each at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The T...ermination. Executive will receive his or her severance payment in a cash lump-sum in accordance with the Company's standard payroll procedures lump sum, which will be made paid on the first business day occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested If Executive is subject to a Qualifying Termination, no Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), below) shall accelerate accelerate, except as may be provided in an individual award agreement between Executive and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Company. (b) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month six (6)-month period following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, employer; provided that if the Company, in its sole discretion, Company determines that it cannot provide the foregoing subsidy payment of COBRA coverage on behalf of Executive without potentially violating applicable law or causing incurring additional expense under applicable law, the Company to incur additional expense as will provide Executive, in lieu thereof, a result of noncompliance with applicable law (including, without limitation, Section 2716 taxable lump sum payment for the balance of the Public Health Service Act), six (6)-month COBRA period, which payment will equal 100% of the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly applicable COBRA premium that for Executive would and any dependents. The number of months of COBRA to be required to pay to continue paid, in the group health coverage in effect on event of a cash payment under the date of the Separation (which amount preceding sentence, shall be based on reduced by the premium for the first month number of months of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on premiums previously paid by the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. Company. View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, 8, and 10 9 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) months six (6) months' worth of his or her monthly base salary (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). The Executive will receive his or her severance payment in a cash lump-sum in accordance with the Com...pany's standard payroll procedures procedures, which payment will be made on no later than the first business day regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month period six (6) months following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding (c) Equity. Solely to the foregoing, if extent Executive is subject to a Qualifying Termination that occurs within twelve (12) months following any change in the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 Company's Chief Executive Officer (as of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment date hereof), then in an amount equal addition to the monthly COBRA premium that Executive would be required payments and benefits set forth in Section 2(a) and 2(b) hereof, any outstanding Equity Awards (including Equity Awards subject to pay performance-based vesting criteria, to continue the group health coverage in effect on extent the applicable performance criteria has been achieved as of the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless Separation, irrespective of whether a determination as to achievement has been made by date of Separation) shall accelerate and become vested and exercisable as if Executive elects COBRA continuation coverage and shall commence on the later had completed an additional twelve (12) months of (i) the first day of the month service following the month in which Executive experiences a Separation and (ii) the effective date of Separation (six (6) months if the Company's determination date of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period Separation is less than twelve (12) months after Executive commences employment with the Separation, provided that, any taxable payments under Company). Subject to Section 2(b) will not 4, the accelerated vesting described above shall be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum effective as of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. Separation. View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) months six (6) months' worth of his or her monthly base salary (at at the rate in effect immediately prior to at the actions that resulted in time of the Qualifying Termination). Separation. The Executive will receive his or her severance payment in a cash lump-sum in ac...cordance with the Company's standard payroll procedures procedures, which payment will be made on no later than the first business day regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. Separation. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month same period that the Executive is paid severance benefits pursuant to Section 2(a) following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis.View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) six (6) months worth of his or her monthly base salary (at at the rate in effect immediately prior to at the actions that resulted in time of the Qualifying Termination). Separation. The Executive will receive his or her severance payment in a cash lump-sum in accordance... with the Company's standard payroll procedures procedures, which payment will be made on no later than the first business day regular payroll date occurring after the sixtieth (60th) day following the Separation, provided that the Release Conditions have been satisfied. Separation. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to the Separation. (c) Continued Employee Benefits. If Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month same period that the Executive is paid severance benefits pursuant to Section 2(a) following the Executive's Separation or, if earlier, until Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, if the Company, in its sole discretion, determines that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall provide to Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of the Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described in the preceding sentence and the ten (10)-day period described in Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis.View More
Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, 8, and 10 9 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive twelve (12) nine (9) months of his or her monthly base salary continuation (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination). Termination), payable on the Company's normal payroll schedule. The Executive will receive his or her... first severance payment in a cash lump-sum in accordance with the Company's standard payroll procedures which will be made on the first business day payroll date occurring after the sixtieth (60th) day following the date of Separation, provided that the Release Conditions have been satisfied. (b) Equity. Each of Executive's then-outstanding and unvested Equity Awards (as defined below), including awards that would otherwise vest only upon satisfaction of performance criteria (measured at 100% of target), shall accelerate and become vested and exercisable as to 100% of the then unvested shares subject to the Equity Award effective immediately prior to Executive's satisfaction of the Separation. (c) Release Conditions; provided that if such sixty (60) day period spans two calendar years, the foregoing payments shall not commence until the second calendar year, with the first payment including any payments that would have been made had the sixty (60) day delay provided for herein not applied. (b) Continued Employee Benefits. If the Executive timely elects continued coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), the Company shall pay the full amount of Executive's COBRA premiums on behalf of the Executive for the Executive's continued coverage under the Company's health, dental and vision plans, including coverage for the Executive's eligible dependents, for the twelve (12) month nine (9)-month period following the date of the Executive's Separation or, if earlier, until the Executive is eligible to be covered under another substantially equivalent medical insurance plan by a subsequent employer. Notwithstanding the foregoing, employer; provided that if the Company, in its sole discretion, Company determines that it cannot provide (1) Any reference to the foregoing subsidy Company will be understood to include any direct or indirect subsidiary of the Company that employs the Executive, including Morphic Therapeutic, Inc. the payment of COBRA coverage on behalf of the Executive without potentially violating applicable law or causing the Company to incur incurring additional expense as a result of noncompliance with under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall will provide to the Executive in lieu thereof a taxable monthly lump sum payment for the balance of the COBRA period. (c) Equity Awards. Each of the Executive's then-outstanding unvested Equity Awards shall be treated in an amount equal accordance with their terms and the terms of the applicable equity incentive plan. Notwithstanding the foregoing, in the event of a Qualifying Termination that follows a Potential Change in Control and precedes a Change in Control, any then-outstanding unvested Equity Awards shall cease vesting pursuant to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect their normal vesting schedule on the date of the Separation (which amount Qualifying Termination but shall not lapse or be based forfeited on such date. Instead, such awards shall remain outstanding until the premium for the first month three-month anniversary of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage and shall commence on the later of (i) the first day of the month following the month in which Executive experiences a Separation and (ii) the effective date of the Company's determination of violation of applicable law, and shall end on the earlier of (x) the effective date on which Executive becomes covered by a health, dental or vision insurance plan of a subsequent employer, and (y) the last day of the period twelve (12) months after the Separation, provided that, any taxable payments under Section 2(b) will not be paid before the first business day occurring after the sixtieth (60th) day following the Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation (to the extent not otherwise satisfied with continuation coverage). However, if the period comprising the sum of the sixty (60)-day period described such termination, and solely in the preceding sentence and the ten (10)-day period described event a Change in Control subsequently occurs during such period, such awards shall become vested and/or exercisable in accordance with Section 7(e)(3) below spans two calendar years, then the payments which constitute deferred compensation subject to Section 409A will not in any case be paid in the first calendar year. Executive shall have no right to an additional gross-up payment to account for the fact that such COBRA premium amounts are paid on an after-tax basis. 3(b). View More
