Severance Benefit Contract Clauses (1,148)

Severance Benefit. a. General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you (i) have returned all Company property in your possession, (ii) have resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the Compa...ny. The release must be in the form prescribed by the Company, without alterations. You must execute and return the release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after your Separation. If you fail to return the release on or before the Release Deadline, or if you revoke the release, then you will not be entitled to the benefits described in this Section 5. b. Salary Continuation. If you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 months after your Separation. Your base salary will be paid at the rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation payments will commence within 60 days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash equal to the greater of (i) your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you with respect to the Company's most recently completed fiscal year. Such payment will be made within 60 days after your Separation; provided, however, if such 60-day period spans two calendar years, then the payment will in any event be made in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. COBRA. If you are subject to an Involuntary Termination and you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act ("COBRA") following your Separation, then the Company will pay the same portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (i) the close of the 9-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA or (iii) the date when you become eligible for substantially equivalent health insurance coverage in connection with new employment or self-employment. Such payments will be treated as taxable compensation income to you if required or advisable, in the Company's sole discretion, to avoid adverse consequences to you, the Company or the Company's other employees. View More

Severance Benefit. (a) Severance Benefits upon a Termination in Connection with or Following a Change in Control. If Executive's employment is terminated by the Company without Cause (as defined below, and other than as a result of death or disability), or Executive resigns his or her employment with the Company for Good Reason (as defined below), in either case within three (3) months prior to (and contingent upon the consummation of the Change in Control), in connection with, or within twelve (12) months followi...ng the effective date of a Change in Control (a "CIC Termination"), and provided such termination constitutes a "separation from service" (within the meaning of Treasury Regulation Section 1.409A-1(h), a "Separation from Service"), and further provided that Executive delivers an effective release of claims as required under Section 3 below, then Executive shall be entitled to the following severance benefits (the "CIC Benefits"): (i) The Company shall pay Executive an amount in cash equal to twelve (12) months of Executive's then current base salary, paid over the twelve (12) month period following Executive's Separation from Service, in accordance with the Company's regular payroll schedule, at the time specified in Section 3 below. (ii) Subject to Section 9(c), the Company shall pay Executive's expenses for continuing his or her health care coverage and that of any dependents who are covered at the time of the Executive's Separation from Service (the "COBRA Premiums") under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") for a period ending on the earlier of the twelve (12) month anniversary of the Separation from Service or the date on which Executive becomes eligible to be covered by the health care plans of another employer (the "CIC COBRA Period"), so long as Executive timely elects such COBRA continuation coverage. (iii) All outstanding stock awards then held by Executive shall become fully vested with respect to all of the shares subject thereto, effective immediately prior to Executive's Separation from Service under this Section 2(a). (b) Severance Benefits upon a Termination that is not a CIC Termination. If Executive's employment is terminated by the Company without Cause (other than as a result of death or disability), or Executive resigns his or her employment with the Company for Good Reason, and such termination is not a CIC Termination, and provided such termination constitutes a Separation from Service and that Executive delivers an effective release of claims as required under Section 3 below, then Executive shall be entitled to the following severance benefits (the "Severance Benefits"): (i) The Company shall pay Executive an amount in cash equal to six (6) months of Executive's then current base salary, paid over the six (6) month period following Executive's Separation from Service, in accordance with the Company's regular payroll schedule, at the time specified in Section 3 below; and (i) Subject to Section 9(c), the Company shall pay Executive's COBRA Premiums for a period ending on the earlier of the six (6) month anniversary of the Separation from Service or the date on which Executive becomes eligible to be covered by the health care plans of another employer (the "Severance COBRA Period"), so long as Executive timely elects such COBRA continuation coverage. 2 (c) Accrued Wages, Bonus and Vacation, Expenses. Without regard to the reason for, or the timing of, Executive's termination of employment, the Company shall pay (or provide reimbursement to) Executive for (i) any unpaid base salary due for periods prior to and including the date of Separation from Service; (ii) all accrued and unused vacation through the date of Separation from Service, if applicable; (iii) any earned (as determined and approved by the Board prior to the Separation from Service) but not yet paid incentive bonus from the prior fiscal year, which bonus shall be paid in accordance with the Company's regular bonus payment process and in any event by no later than two and one-half months after the end of such subsequent year; and (iv) following submission of proper expense reports by Executive, all expenses reasonably and necessarily incurred by Executive in connection with the business of the Company prior to the Separation from Service. These payments shall be made promptly upon or following termination and within the period of time mandated by law (or in the case of an earned bonus, within the time period set forth in the Company's bonus plan and in any event by no later than two and one-half months after the end of the fiscal year following the year in which the bonus was earned). View More

Severance Benefit. In the event you experience a Qualifying Termination, subject to the conditions imposed pursuant to Section 4 hereof, you will be entitled to receive the following "Severance Benefits:" (a) Cash Severance Payment: The Company shall pay you a lump sum cash severance payment equal to twelve months of your then current annual base salary. (b) Short-Term Incentive (STI) Compensation. You will be eligible to receive a pro-rata portion of your annual cash bonus under the applicable Company plan for th...e calendar year in which the Qualifying Termination occurred ("Pro Rata Bonus"). The pro-rata portion shall be equal to a fraction, the numerator of which is the number of full months worked during such year through (and including) the date of the Qualifying Termination and the denominator of which is twelve, with such pro-rata portion earned in an amount based on the degree to which the applicable performance criteria are ultimately achieved, as determined by the Compensation Committee on a basis applied uniformly to you as to other senior executives of the Company. (c) Long-Term Incentive (LTI) Compensation. (i) Restricted Stock Units ("RSUs"). Unvested RSU awards will vest on a pro-rated basis through (and including) the date of the Qualifying Termination. (ii) Performance Stock Units ("PSUs"). Shares earned and accrued with respect to completed PSU performance periods (as set forth in the applicable PSU award agreement) will vest and be issued to you as provided in Section 3 hereof. Additionally, you will be eligible to receive a pro-rata portion of your PSU awards related to the performance period in which the Qualifying Termination occurred, subject to actual performance results through the end of the performance period. All other outstanding and unvested LTI awards shall terminate effective as of the date of the Qualifying Termination. The provisions of this Letter Agreement are in lieu of any severance benefits otherwise provided under the Dean Foods Company Amended and Restated Executive Severance Pay Plan (as amended November 8, 2017), and you acknowledge that you shall not participate in such plan. Severance Benefits shall be reduced by such amounts as may be required under all applicable federal, state, local or other laws or regulations to be withheld or paid over with respect to such payment. You shall not (i) receive any Severance Benefits upon a termination of employment other than a Qualifying Termination or (ii) be entitled to duplicate benefits pursuant to this Letter Agreement and any other plan or agreement. View More

Severance Benefit. In full satisfaction, and in excess, of any obligations to provide you severance or retention benefits for a Non-Change in Control Termination under the terms of that certain Alder BioPharmaceuticals, Inc. Executive Severance Benefit Plan, as amended and restated effective December 15, 2016, a copy of which is attached hereto as Exhibit A (the "Severance Plan"), and subject to Section 3 ("Eligibility for Benefits") of the Severance Plan, if you timely return this fully signed Agreement to the Co...mpany, allow it to become effective, and you comply fully with your obligations hereunder, the Company will provide you with the following as your sole severance benefits (the "Severance Benefits"): (a)Severance Pay. The Company will pay you the Non-Change in Control Cash Severance for a Participant who is the Chief Executive Officer ("CEO") of the Company, as set forth in Section 4(a)(ii) of the Severance Plan in the total amount of $1,343,849.94 payable as follows: $74,658.33 per month, less appropriate withholdings, beginning with the first payment on May 14, 2018 (provided this Agreement has become effective by such time), and thereafter on the last business day of each month, from May 31, 2018 with the last payment due on September 30, 2019. (b)Health Insurance. To the extent provided by the federal COBRA law or, if applicable, state insurance laws (collectively, "COBRA"), and by the Company's current group health insurance policies, you will be eligible to continue your group health insurance benefits at your own expense after the last day of your employment. Later, you may be able to convert to an individual policy through the provider of the Company's health insurance, if you wish. You will be provided with a separate notice describing your rights and obligations under COBRA laws on or after the last day of your employment. As an additional Severance Benefit, provided that you timely elect continued coverage under COBRA, the Company will provide you with the COBRA severance benefits for a Participant who is the CEO of the Company, as set forth in Section 4(b) of the Severance Plan. View More

Severance Benefit. Provided the Executive executes this Agreement by October 21, 2014 and complies with the terms and conditions herein, the Company will provide him with the following severance benefits (the "Severance Benefits"): a. The Section 7(a) severance benefits paid at the time and in the manner set forth in the Employment Agreement, with the Effective Date treated as the Executive's date of termination for purposes of the Section 7(a) severance benefits. The Parties hereby agree 2 that the amount due und...er Section 7(a)(B) of the Employment Agreement shall be $1,480,500; b. An additional cash payment of $106,250 (an amount equivalent to three (3) months of the Executive's last current base salary), less all applicable taxes and withholdings paid to the Executive on the thirtieth (30th) day following the Effective Date; and c. Employee benefits, as set forth in Section 7(a)(C) of the Employment Agreement, for an additional three (3) months beyond the period set forth in Section 7(a)(C) of the Employment Agreement and incorporated herein at Section 2(a), provided, however, that if for any reason any such benefits or their equivalent cannot be provided through the Company's group or other plans, the Company shall reimburse the Executive for the reasonable cost of obtaining equivalent benefits within fifteen (15) days of the Executive's submission of documentation establishing such cost. d. The Company will reimburse Executive for legal fees he expends in connection with this Agreement in an amount up to $5,000. The payment and provision of the Severance Benefits shall be subject to the terms and conditions of Section 11 of the Employment Agreement. View More

Severance Benefit. (a) Qualifying Termination. Upon a Participant's Qualifying Termination, subject to Section 5(c), such Participant will receive the Severance Benefits. (b) Other Termination. In the event that a Participant's employment is terminated other than as the result of a Qualifying Termination, then such Participant shall not be entitled to receive any payments or benefits under this Plan. For the avoidance of doubt, a Participant shall not be entitled to receive any payments or benefits under this Plan... in the event that such Participant's employment is terminated by the Company for Cause or such Participant resigns without Good Reason (including as a result of a retirement), such Participant dies, such Participant terminates employment as a result of Disability or such Participant's termination of employment occurs for any reason outside of the CIC Protection Period. 3 (c) Conditions to Severance Benefits. Payment of the Severance Benefits shall be subject to (i) the Participant's execution (and non-revocation) of a general release of claims in a customary form reasonably provided by the Company (the "Release") within the time period specified therein, (ii) the Release becoming effective and irrevocable in accordance with its terms within sixty (60) days following the Participant's Termination Date and (iii) the Participant's continued compliance in all material respects with any Restrictive Covenants set forth in Exhibit A to the Participant's Restricted Stock Unit Award Agreement. View More

Severance Benefit. 2.1 Eligibility for Severance Benefits. If the Company terminates Executive's employment without Cause, and provided that any such termination constitutes a "separation from service" (as such term is defined in Treasury Regulation Section 1.409A-1(h), without regard to any alternative definitions thereunder, a "Separation From Service"), or Executive terminates his employment for Good Reason, (such termination event is referred to as a "Covered Termination" and the effective date of termination ...is the "Termination Date"), Executive will be eligible for the compensation and benefits described in Section 2.2 below. If Executive's employment terminates for any reason other than a Covered Termination, Executive will not be eligible to receive any compensation or benefits under this Section 2 of this Agreement. For the avoidance of doubt, the termination of Executive's employment as a result of the death or disability (as defined in the Company's long-term disability policy) of Executive shall not, in any event, be deemed to be a termination without Cause. Transferring Executive's employment to a Successor shall also not be considered a termination without Cause under this Agreement. 3 2.2 Amount of Severance Benefits. Following a Covered Termination, and subject to the terms and conditions set forth in Section 4, Executive will receive severance pay at the rate of Executive's base salary in effect immediately prior to the effective date of the Covered Termination for six (6) months from the Termination Date, less applicable withholdings and deductions as required by law, paid on the regular payroll dates of the Company following such Termination Date; provided, however, that no payments will be made prior to the 60th day following the Termination Date, and on such 60th day, the Company will make a lump sum payment to Executive equal to the payments he would have received through such date had the timing of the payments not been delayed by this sentence, with the balance of the payments made thereafter as originally scheduled. View More

Severance Benefit. (a) Earned Salary. Upon termination of Employee's employment for any reason, Employee shall be entitled to the following (collectively, the "Accrued But Unpaid Compensation"); (i) Any Base Salary earned, but unpaid, prior to such termination; (ii) Reimbursement for any unreimbursed business expenses properly incurred by Employee in accordance with Section 4(e) hereof prior to the date of termination, so long as claims for such reimbursement (accompanied by appropriate receipts and other supporti...ng documentation) are submitted to the Company within 45 days following the date of termination; and (iii) Such employee benefits, if any, as to which Employee may be entitled under the terms and conditions of the Company's retirement plans or other employee benefit plans as of such termination. 4 No other compensation or benefits will be due or payable to Employee upon or after any termination expiration of this Agreement, except as expressly provided otherwise in Section 4(b) and in subsection (b) of this Section 7 or as required by law. (b) Severance upon Termination without Cause or Resignation for Good Reason. If (i) the Company terminates this Agreement and employment of Employee other than for Cause, death, Disability or expiration of this Agreement, or (ii) Employee resigns and terminates this Agreement and his employment for Good Reason, then, in addition to all Accrued by Unpaid Compensation payable to Employee hereunder, and conditioned upon and subject to Employee executing and delivering to the Company (and not revoking) a written release of claims in favor of the Company and its subsidiaries, Affiliates, directors, officers, shareholders, employees, agents, representatives, successors and assigns relating to Employee's employment with the Company and the termination thereof which is reasonably satisfactory in form and substance to the Company ("Release"), the Company shall continue to pay to Employee his Base Salary as in effect immediately prior to such termination (the "Severance Payments") for the number of months or partial months remaining during the Term from the date of such termination (the "Severance Period"). The Severance Payments shall be payable in accordance with the Company's standard payroll procedures, as such may exist from time to time, commencing with the first payday that occurs at least five business days after the date on which the Release becomes fully effective and is no longer subject to revocation by Employee under the terms thereof, and shall be subject to applicable withholdings. View More

Severance Benefit. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder, including without limitation the Continuing Obligations (defined below): (a) The Company will pay you your base salary, at your final base rate of pay of $415,000, for a period of twelve (12) months following the Separation Date (the "Severance Pay Period") in accordance with the Company's regular payroll schedule; provided, however, that such payments shall be reduced dollar for... dollar by the amount of any compensation you receive from any other employer during the Severance Pay Period, and you therefore agree to notify the Company immediately if you begin new employment during the Severance Pay Period, to respond promptly to any reasonable inquiries concerning your professional activities and to provide the Company with the amount of compensation received from such new employment. If the Company makes any overpayment under this Section 2(a), you agree to promptly return any such amounts to the Company. Payments will be made in the form of salary continuation, and will begin on the next regular Company payday that is at least five (5) business days following the later of the effective date of this Agreement (as defined in the final paragraph of this Agreement) and the date it is received by the Company. The first payment will be retroactive to the day following the Separation Date. (b) If you are enrolled in the Company's group medical and/or dental plans on the Separation Date, you may elect to continue your participation and that of your eligible dependents in those plans for a period of time under the federal law known as "COBRA." You may make such an election whether or not you accept this Agreement. However, if you accept this Agreement and you timely elect to continue your participation and that of your eligible dependents in the plans, the Company will contribute to the premium cost of your COBRA continuation coverage at the same rate that it contributes from time to time to medical and dental insurance premiums for its active employees until the earlier of the conclusion of the Severance Pay Period or the date that you are no longer entitled to coverage under COBRA. To be eligible for the Company's premium contributions, however, you must pay the remainder of the premium cost of your COBRA continuation coverage by authorized payroll deduction. If the Company's contributions end before your entitlement to coverage under COBRA concludes, you may continue such coverage by paying the full premium cost yourself. Notwithstanding the foregoing, in the event that the Company's payment of the COBRA premium contributions, as described under this Section 2(b), would subject the Company to any tax or penalty under the Patient Protection and Affordable Care Act (as amended from time to time, the "ACA") or Section 105(h) of the Internal Revenue Code of 1986, as amended ("Section 105(h)"), or applicable regulations or guidance issued under the ACA or Section 105(h), you and the Company agree to work together in good faith to restructure such benefit. (c) Following the Separation Date, any equity awards previously made to you will continue to be subject to the terms of the applicable award agreement and equity plan; provided, however, that notwithstanding the terms of your Employment Agreement (as defined below) or the applicable equity plans and award agreements, in further consideration of your provision of consulting services pursuant to Section 5(c) of this Agreement, any options that are vested as of the Separation Date shall remain exercisable until the earlier of (i) six (6) months following the Separation Date and (ii) the expiration date for the relevant options; provided, however, that any such options that are ‘incentive stock options" (within the meaning of Section 422 of the Code) shall remain exercisable for only three (3) months following your Separation Date unless you notify the Company in writing on or before Monday, August 24th, 2015 that you elect for the six (6) month post-termination exercise period to apply to these options as well. Any unvested equity awards will be forfeited as of the Separation Date without payment of any additional consideration therefor. For the avoidance of doubt, if you fail to timely sign and return this Agreement, or you timely -2- revoke your signature, you shall not be entitled to the extended exercise period described in this Section 2(c). View More

Severance Benefit. Subject to Executive's compliance with the terms of this Agreement, including without limitation Sections 4, 5, 6, 7, 8, and 10, after the Termination Date, Executive shall receive the payments and benefits set forth in Section 4.5.1 of the Employment Agreement, which are described and shall be paid or provided in accordance with Schedule 1 attached to this Agreement.