Qualifying Termination Clause Example from Business Contracts

Qualifying Termination. If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 8, and 9 below, Executive will be entitled to the following benefits: (a) Severance Benefits. The Company shall pay the Executive nine (9) months of base salary continuation (at the rate in effect immediately prior to the actions that resulted in the Qualifying Termination), payable on the Company's normal payroll schedule. The Executive will receive his or her first severance payment on the first payroll date ...occurring after the sixtieth (60th) day following the date of Separation, subject to the Executive's satisfaction of the 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 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; provided that if the Company determines that it cannot provide (1) Any reference to the 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 violating applicable law or incurring additional expense under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will provide to the Executive in lieu thereof a taxable 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 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 their normal vesting schedule on the date of the Qualifying Termination but shall not lapse or be forfeited on such date. Instead, such awards shall remain outstanding until the three-month anniversary of the date of such termination, and solely in the event a Change in Control subsequently occurs during such period, such awards shall become vested and/or exercisable in accordance with Section 3(b). View More