Separation Benefits Clause Example with 5 Variations from Business Contracts

This page contains Separation Benefits 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.
Separation Benefits. In exchange for your covenants and releases herein, and provided that this Agreement becomes effective as specified in Section 12 below, the Company will provide you with the following separation benefits (collectively, the "Separation Benefits"), which are equivalent in amount to those described in Section 6.3(a) and (b) of the Employment Agreement between you and the Company effective October 15, 2014 (the "Employment Agreement"). Notwithstanding Section 6.3(c) of the Employment Agreement, the... unvested portion of all Company equity awards granted to you will not accelerate as of the Separation Date as such equity awards shall continue to vest for so long as you continue to provide service to the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two (a) Severance. The Company shall pay you, within thirty (30) days following the Effective Date, a lump sum payment of $871,000, which is equivalent to the sum of (i) twelve (12) months of your base salary as in effect on the Separation Date; and (ii) the annual bonus earned by you in connection with the completion of the fiscal year prior to the Separation Date. (b) Health Care Coverage. Provided further that you timely elect continued coverage under COBRA, the Company shall pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through the period (the "COBRA Premium Period") starting on the Separation Date and ending on the earliest to occur of: (i) twelve (12) months following the Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 12th calendar month following the Separation date. (c) Tax Withholding. All compensation described in this Section 3 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) Final Expense Report. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your reasonable legal fees incurred in connection with the negotiation of this Agreement and the Consulting Agreement directly to your counsel promptly upon presentation of a statement(s) of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More
Found in Sientra, Inc. contract

Variations of a "Separation Benefits" Clause from Business Contracts

Separation Benefits. In exchange for your covenants Your covenants, agreements and releases provided herein, and provided that this Agreement becomes effective as specified in Section 12 below, the Company will provide you You with the following separation benefits (collectively, the "Separation Benefits"), which are equivalent in amount to those described in Section 6.3(a) and (b) of the Employment Agreement between you and the Company effective October 15, 2014 (the "Employment Agreement"). Notwithstanding Section... 6.3(c) of the Employment Agreement, the unvested portion of all Company equity awards granted to you will not accelerate as of the Separation Date as such equity awards shall continue to vest for so long as you continue to provide service to the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two Benefits"): (a) Severance. The Company You shall pay you, within thirty (30) days following the Effective Date, a lump sum payment of $871,000, which is receive aggregate payments equivalent to the sum of (i) twelve (12) months of your Your base salary as of $374,500 in effect on the Separation Date; and (ii) Date, paid in equal installments on the annual bonus earned by you in connection Company's regularly-scheduled payroll dates beginning with the completion first such payroll date following the Effective Date (as defined below); (b) 2018 Bonus. The Company shall pay You a 2018 bonus in the amount of $213,465, which is calculated at 57% of Your base pay for 2018, on or before April 15, 2019; (c) 2019 Bonus. The Company shall pay You a 2019 bonus in the fiscal year prior amount of $17,788.75, which is calculated at 57% of Your base pay for 2019 prorated to the Separation Date. (b) Date, on or before April 15, 2019. (d) Health Care Coverage. Provided further that you You timely elect continued coverage under COBRA, the Company shall pay your reimburse You for Your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through the period (the "COBRA Premium Period") starting on the Separation Date and ending on the earliest to occur of: (i) twelve (12) months following the Separation Date; (ii) the date you You become eligible for group health insurance coverage through a new employer; or (iii) the date you You cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you You become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you You must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you You a taxable monthly payment in an amount equal to the monthly COBRA premium that you You would be required to pay to continue your Your group health coverage in effect on the date of your Your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you You elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you You obtain other employment or (y) the last day of the 12th calendar month following the Separation date. (c) Tax Withholding. All compensation described in this Section 3 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) Final Expense Report. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your reasonable legal fees incurred in connection with the negotiation of this Agreement and the Consulting Agreement directly to your counsel promptly upon presentation of a statement(s) of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More
Found in Sientra, Inc. contract
Separation Benefits. On the Resignation Date, the Company will pay you your accrued and unpaid salary, including accrued but unused vacation, earned for services performed through that date. In addition, in exchange for your releases and covenants and releases herein, in this Agreement, and provided that (i) this Agreement becomes has become effective as specified in Section 12 below, 10 hereof and (ii) you execute and deliver to the Company will the Closing Release and Waiver of Claims attached as Exhibit A and all...ow it to become effective per its terms (the "Closing Release"), which in no event shall occur later than 30 days after your Resignation Date, the Company shall provide you with the following separation benefits (collectively, the "Separation Benefits"), which are equivalent in following: (a) an amount to those described in Section 6.3(a) and (b) of the Employment Agreement between you and the Company effective October 15, 2014 (the "Employment Agreement"). Notwithstanding Section 6.3(c) of the Employment Agreement, the unvested portion of all Company equity awards granted to you will not accelerate as of the Separation Date as such equity awards shall continue to vest for so long as you continue to provide service to the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two (a) Severance. The Company shall pay you, within thirty (30) days following the Effective Date, a lump sum payment of $871,000, which is equivalent to the sum of (i) twelve (12) months 12 months' of your base salary as in effect on the Separation Date; and (ii) Resignation Date, less required deductions, to be paid in equal installments on the annual bonus earned by you in connection Company's regularly-scheduled payroll dates beginning with the completion of first such payroll date following the fiscal year prior to Resignation Date (or, if later, the Separation Date. date the Closing Release becomes effective per its terms within 30 days after your Resignation Date); (b) Health Care Coverage. Provided further provided that you timely elect continued COBRA continuation coverage under COBRA, pursuant to the Company shall pay Company's group health insurance plan, direct payment of the COBRA premium for such health insurance as you (and your COBRA premiums to continue your coverage (including coverage for eligible dependents, family, if applicable) ("COBRA Premiums") through were enrolled as of the period (the "COBRA Premium Period") starting on Resignation Date until the Separation Date and ending on the earliest to occur of: (i) twelve (12) earlier of (x) 12 months following the Separation Resignation Date; (ii) (y) the date 9393 Towne Centre Drive, Suite 200, San Diego, CA 92121 T 858.332.3410 E info@mirati.com W mirati.com you become eligible for group health insurance coverage through a new employer; or (iii) (z) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. termination (such applicable period of direct payment, the "COBRA Premium Period') and (c) notwithstanding anything to the contrary in the governing plan or applicable award agreement under which you were granted options to purchase shares of the Company common stock (the "Stock Agreements"), you will be permitted to exercise the vested portions of your outstanding options to purchase common stock of the Company until the later of (1) the final day of the applicable post-termination exercise period provided in the relevant option agreement; or (2) June 30, 2017; provided, however, that no option shall be exercisable later than the original expiration of the term of such option and the options shall remain subject to earlier termination in connection with the terms of the equity incentive plan under which they were granted and all other terms of such plan and applicable option agreements, except to the extent modified in this Agreement. You understand that the extension of the post-termination exercise period of your options may disqualify, immediately as of the date you execute this Agreement, any stock options that were previously considered "incentive stock options" under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"), under the rules of the Code, and you expressly agree to such treatment. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) (1) the date upon which you obtain other employment or (y) (II) the last day of the 12th twelfth calendar month following the Separation date. (c) Tax Withholding. All compensation described in this Section 3 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) Final Expense Report. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Resignation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your reasonable legal fees incurred in connection with the negotiation of this Agreement and the Consulting Agreement directly to your counsel promptly upon presentation of a statement(s) of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More
Found in Mirati Therapeutics, Inc. contract
Separation Benefits. In exchange for your covenants Your covenants, agreements and releases provided herein, and provided that this Agreement becomes effective as specified in Section 12 below, the Company will provide you You with the following separation benefits (collectively, the "Separation Benefits"), which are equivalent in amount to those described in Section 6.3(a) and (b) of the Employment Agreement between you and the Company effective October 15, 2014 (the "Employment Agreement"). Notwithstanding Section... 6.3(c) of the Employment Agreement, the unvested portion of all Company equity awards granted to you will not accelerate as of the Separation Date as such equity awards shall continue to vest for so long as you continue to provide service to the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two Benefits"): (a) Severance. The Company You shall pay you, within thirty (30) days following the Effective Date, a lump sum payment of $871,000, which is receive aggregate payments equivalent to the sum of (i) twelve (12) months of your Your base salary as in effect on the Separation Date; and (ii) Date, paid in equal installments on the Company's regularly-scheduled payroll dates beginning with the first such payroll date following the Effective Date (as defined below); (b) 2019 Bonus. The Company shall pay You a prorated 2019 bonus (calculated from November 1, 2019, the equivalent of 10/12th of the annual bonus earned by you in connection with 2019 bonus) of 60% of Your annual base salary based upon the completion achievement of the fiscal year prior to 2019 Objectives and the Separation Date. (b) determination of the Board of Directors of the final 2019 corporate bonus payout, payable by check in a lump sum no later than April 1, 2020; (c) Health Care Coverage. Provided further that you You timely elect continued coverage under COBRA, the Company shall pay your reimburse You for Your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through the period (the "COBRA Premium Period") starting on the Separation Date and ending on the earliest to occur of: (i) twelve (12) thirteen (13) months following the Separation Date; (ii) the date you You become eligible for group health insurance coverage through a new employer; or (iii) the date you You cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you You become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you You must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you You a taxable monthly payment in an amount equal to the monthly COBRA premium that you You would be required to pay to continue your Your group health coverage in effect on the date of your Your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you You elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you You obtain other employment or (y) the last day of the 12th calendar month following the Separation date. (c) Tax Withholding. All compensation described in this Section 3 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) Final Expense Report. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your reasonable legal fees incurred in connection with the negotiation of this Agreement and the Consulting Agreement directly to your counsel promptly upon presentation of a statement(s) of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More
Found in Sientra, Inc. contract
Separation Benefits. In exchange for your covenants and releases herein, and provided that this Agreement becomes effective as specified in Section 12 11 below, the Company will provide you with the following separation benefits (collectively, the "Separation Benefits"), which are equivalent in amount to those described in Section 6.3(a) and (b) 6.3 of the Employment Agreement between you and the Company effective October 15, 2014 (the November 12, 2015, and as subsequently amended on May 8, 2017, March 30, 2018 and... March 13, 2019 (collectively the "Employment Agreement"). Notwithstanding Section 6.3(c) of the Employment Agreement, the unvested portion of all Company equity awards granted to you will not accelerate as of Agreement") (a) Severance. Following the Separation Date as such equity awards shall continue to vest for so long as you continue to provide service to Date, and on or before March 15, 2021, the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two (a) Severance. The Company shall pay you, within thirty (30) days following the Effective Date, you a lump sum payment of $871,000, which is equivalent $2,226,000 representing an amount equal to the sum of (i) twelve (12) twenty-four (24) months of your base salary as of $636,000 in effect on the Separation Date; and (ii) two (2) times the annual bonus of $477,000 earned by you in connection with the completion of the fiscal year prior to the Separation Date. 2019. (b) Health Care Coverage. Provided further that you timely elect continued coverage under COBRA, the Company shall pay reimburse you for your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) ("COBRA (the "COBRA Premiums") through the period (the "COBRA Premium Period") starting on the your Separation Date and ending on the earliest to occur of: (i) twelve (12) twenty-four (24) months following the Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA Jeffrey M. Nugent November 9, 2020 Page 2 during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal equay to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 12th twenty-fourth (24th) calendar month following the Separation date. Date. (c) Equity Awards. The Company shall accelerate the vesting of that portion of all the unvested Company equity awards granted to you such that all of your outstanding unvested Company equity awards shall be deemed as vested and exercisable as the Separation Date; provided further, that you shall have twenty-four (24) months from the Separation Date to exercise any or all of your vested equity awards. Any unexercised vested awards will be forfeited if not exercised within twenty-four (24) months of the Separation Date. Details on your stock holdings from Computershare may be viewed by accessing your user account at https://www.computershare.com. (d) Relocation Expenses. The Company shall reimburse you, upon the presentation of appropriate receipts and supporting documents, up to a maximum of $100,000 for any expenses incurred within twelve (12) months of your Separation Date in connection with your relocation from Santa Barbara, CA to your former residence in New York, NY. (e) Tax Withholding. All compensation described in this Section 3 2 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) (f) Final Expense Report. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your reasonable legal fees incurred in connection with the negotiation of this Agreement and the Consulting Agreement directly to your counsel promptly upon presentation of a statement(s) of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More
Found in Sientra, Inc. contract
Separation Benefits. In exchange for your covenants and releases herein, and provided that this Agreement becomes effective as specified in Section 12 11 below, the Company will provide you with the following separation benefits (collectively, the "Separation Benefits"), items (a)(i) and (b) of which are equivalent in amount to those described in Section 6.3(a) and (b) 6.3 of the Employment Agreement between you and the Company effective October 15, 2014 February 1, 2015 (the "Employment Agreement"). Notwithstanding... Section 6.3(c) of the Employment Agreement, the unvested portion of all Company equity awards granted to you will not accelerate as of the Separation Date as such equity awards (a) Salary. (i) You shall continue to vest for so long as you continue to provide service to the Company as either a member of the Board or a consultant. Hani Zeini November 12, 2015 Page Two (a) Severance. The Company shall pay you, within thirty (30) days following the Effective Date, a lump sum payment of $871,000, which is receive aggregate payments equivalent to the sum of (i) twelve (12) nine (9) months of your base salary as in effect on the Separation Date; and Date, paid in equal installments on the Company's regularly-scheduled payroll dates beginning with the first such payroll date following the Effective Date. (ii) the In addition, you shall receive a pro-rated annual bonus earned by you in connection of $112,548 with the completion of respect to the fiscal year prior to the Separation Date. Payment of such bonus shall be made in a lump sum as soon as practicable following the completion of such fiscal year, but no later than January 15, 2016. (b) Health Care Coverage. Provided further that you timely elect continued coverage under COBRA, the Company shall pay your COBRA premiums to continue your coverage (including coverage for eligible dependents, if applicable) ("COBRA Premiums") through the period (the "COBRA Premium Period") starting on the Separation Date and ending on the earliest to occur of: (i) twelve (12) nine (9) months following the Separation Date; (ii) the date you become eligible for group health insurance coverage through a new employer; or (iii) the date you cease to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event you become covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, you must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that Joel Smith December 7, 2015 Page 2 it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to you a taxable monthly payment in an amount equal to the monthly COBRA premium that you would be required to pay to continue your group health coverage in effect on the date of your employment termination (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made on the last day of each month regardless of whether you elect COBRA continuation coverage and shall end on the earlier of (x) the date upon which you obtain other employment or (y) the last day of the 12th 9th calendar month following the Separation date. (c) Tax Withholding. All compensation described in this Section 3 2 will be subject to the Company's collection of all applicable federal, state and local income and employment withholding taxes. (d) Final Expense Report. Within seven (7) days of the Separation Date, the Company will provide you a complete list of all expenses submitted by you in the 3rd and 4th quarters of 2015, indicating whether they have been paid by the Company. You will have thirty (30) days from the Separation Date to submit a final expense report for business expenses incurred through the Separation Date. Reimbursement for such expenses will be made to you within five (5) days after receipt of the expense report. (e) Post-Service Option Exercise Period. With respect to your outstanding options to purchase common stock of the Company and any options you may be granted as a non-employee director, Company, notwithstanding anything to the contrary in the governing plan or award agreement, you will be permitted to exercise such options until the later of (i) the final day of the post-termination exercise period provided in the relevant option agreement (including any longer period applicable in the case of death or disability, if your service terminates terminated by reason of death or disability); or (ii) March 31, 2017; provided, however, that no option shall be exercisable later than the expiration of the term of such option. (f) Legal Fees. The Company agrees to pay your (a) the legal fees set forth on the invoice from Fish & Richardson P.C. ("Fish") dated November 9, 2015 and any reasonable legal fees set forth on a subsequent Fish invoice presented to the Company within five (5) days following the date of this Agreement; and (b) up to $10,000 in reasonable legal fees incurred by you from Fish in connection with the negotiation of this Agreement and the Consulting Agreement Agreement, which amounts shall, in each case, be paid directly to your counsel Fish promptly upon presentation of a statement(s) statement of fees actually incurred. Hani Zeini November 12, 2015 Page Three 4. OTHER COMPENSATION AND BENEFITS. Except as expressly provided herein or pursuant to the terms of any plan providing for retirement benefits, including, without limitation, any 401(k) plan, sponsored by the Company for your benefit, you acknowledge and agree that you are not entitled to and will not receive any additional compensation, wages, reimbursement, severance, or benefits from the Company. View More
Found in Sientra, Inc. contract