Severance Benefit Clause Example with 26 Variations from Business Contracts
This page contains Severance Benefit 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.
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
Variations of a "Severance Benefit" Clause from Business Contracts
Severance Benefit. a. General. (a)Termination For Any Reason Other Than Cause Or Permanent Disability Not In Connection With A Change of Control. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability (both as defined herein) and a Separation occurs, and the Separation is not in connection with a Change of Control, then you will be entitled to the benefits described in this Sections 6 (i)-(iv)below; any severance payments con...templated by Section 5. However, this Section 5 will not apply unless 6(a)(i) – 6(a)(v) below are conditioned on you (i) have returned returning all Company property and confidential information in your possession, (ii) have resigned as a member possession on or within seven (7) days of the Boards of Directors of Separation and (ii) on or within sixty (60) days after the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed Separation ("Release Deadline") executing a general release of all known and unknown claims that you may have against the Company or persons affiliated with the Company. The release must be Company in the form prescribed by the Company, without alterations. You must execute alterations, and return you allow such release to become fully effective. ("Release"). If the release on or before the date specified Release does not become effective 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 forfeit any rights to the severance or benefits described under this Section 6 or elsewhere in this Section 5. b. Salary Agreement. (i)Salary Continuation. If you are subject to an Involuntary Termination, then the The Company will continue to pay your base salary for a period of 9 nine (9) months after your Separation. Your base salary Separation, less required deductions and withholdings ("Salary Continuation"). The Salary Continuation will be paid at the base salary rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation Salary Continuation payments will commence within 60 thirty (30) days after your Separation the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to 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. Separation. (ii)COBRA. 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 reimburse your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of of: (i) the close of the 9-month twelve-month period following your Separation, (ii) the expiration of your continuation coverage under COBRA COBRA; or (iii) the date when you become commence new employment or substantial self-employment and you 2 agree to inform the Company immediately in such event, provided you timely elect and pay for COBRA coverage. COBRA reimbursements shall be made by the Company to you consistent with the Company's normal expense reimbursement policy, provided that you submit documentation to the Company substantiating your payments for COBRA coverage. The first COBRA reimbursement payment will be made within thirty (30) days after the Release Deadline. (iii)Accelerated Vesting. If vesting does not accelerate under your equity awards, then the Company will accelerate the vesting of the number of shares subject to options and RSUs that would have vested in the twelve (12) month period after your Separation, such that, effective as immediately prior to the Separation date, you will be considered to have vested in all options and the RSUs granted to you through, and no later than twelve (12) months following the date of the Separation. (iv)Exercise of Option. Effective as immediately prior to the Separation date, the Company agrees to extend the period of time for you to exercise any vested shares subject to options until the earlier of (i) the expiration date of the applicable option, or (ii) nine (9) months after your Separation date. (b)Termination in Connection with a Change in Control. You will be eligible for substantially equivalent health insurance coverage severance benefits for a termination in connection with new a Change in Control, under the Company's Change in Control Severance Plan (the "Change in Control Severance Plan"), which provides specified severance benefits to certain eligible officers and employees of the Company. In addition, if during the twelve month period commencing on the closing date of a Change in Control the Company terminates your employment for any reason other than Cause or self-employment. Such payments Permanent Disability and a Separation occurs, all unvested equity awards shall immediately vest so long as there has been no event that would result in a termination of benefits under Section 3(b) of the Change of Control Severance Plan. All rights and obligations with respect to your Severance Benefits in connection with a Change in Control will be treated as taxable compensation income to you if required or advisable, set forth in the Company's sole discretion, Change in Control Severance Plan. If you are provided with any benefits pursuant to avoid adverse consequences to you, the Company or the Company's other employees. Change in Control Severance Plan, you will not receive any severance benefits as specified in Section 6(a) herein. View More
Severance Benefit. a. General. (a)Termination For Any Reason Other Than Cause Or Permanent Disability Not In Connection With A Change of Control. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability (both as defined herein) and a Separation occurs after the one year anniversary of the Start Date, and the Separation is not in connection with a Change of Control, then you will be entitled to the benefits described in this Sec...tions 7 (i)-(iv) below; any severance payments contemplated by Section 5. However, this Section 5 will not apply unless 7(a)(i) and 7(a)(ii) below are conditioned upon you also (i) have returned returning all Company property and confidential information in your possession, (ii) have resigned as a member possession on or within seven (7) days of the Boards of Directors of Separation; and (ii) on or within sixty (60) days after the Company and all of its subsidiaries, to the extent applicable, and (iii) have executed Separation ("Release Deadline") executing a general release (the "Release") of all known and unknown claims that you may have against the Company or persons affiliated with the Company. The release must be Company in the form prescribed by the Company, without alterations. You must execute alterations , and return you allow such release to become fully effective. If the release on or before the date specified Release does not become effective 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 forfeit any rights to the severance or benefits described under this Section 7 or elsewhere in this Section 5. b. Salary Agreement. (i)Salary Continuation. If you are subject to an Involuntary Termination, then the The Company will continue to pay your base salary for a period of 9 nine months after your Separation. Your base salary Separation, less required deductions and withholdings (the "salary continuation"). The Salary Continuation will be paid at the base salary rate in effect at the time of your Separation and in accordance with the Company's standard payroll procedures. The salary continuation Salary Continuation payments will commence within 60 thirty (30) days after your Separation the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the Separation. The Salary Continuation payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. If end when you are subject commence new employment or substantial self-employment and you agree to an Involuntary Termination, then inform the Company will pay you a lump-sum immediately 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. event. (ii)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 reimburse you the same company contribution portion of your monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of of: (i) the close of the 9-month nine-month period following your Separation, Separation; (ii) the expiration of your continuation coverage under COBRA COBRA; or (iii) the date when you become commence new employment or substantial self-employment and you agree to inform the Company immediately in such event; provided you timely elect and pay for COBRA coverage. COBRA reimbursements shall be made by the Company consistent with the Company's normal expense reimbursement policy, provided that you submit documentation to the Company substantiating your payments for COBRA coverage. The first COBRA reimbursement payment will be made within thirty (30) days after the Release Deadline. (b)Termination in Connection with a Change in Control. You will be eligible for substantially equivalent health insurance coverage severance benefits for a termination in connection with new employment or self-employment. Such payments a Change in Control, under the Aravive, Inc. Change in Control Severance Plan (the "Change in Control Severance Plan"), which provides specified severance benefits to certain eligible officers and employees of the Company. All rights and obligations with respect to your Severance Benefits in connection with a Change in Control will be treated as taxable compensation income to you if required or advisable, set forth in the Company's sole discretion, Change in Control Severance Plan. If you are provided with any benefits pursuant to avoid adverse consequences to you, the Company or the Company's other employees. Change in Control Severance Plan, you will not receive any severance benefits as specified in Section 7(a) herein. View More
Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability (a "Separation"), then you will be entitled to the benefits described in this Section 5. 6. However, this Section 5 such benefits will not apply unless only be provided once the Company has confirmed that you (i) have returned all Company property in your possession, and (ii) have resigned as a member of the Boards of Directors of the Co...mpany 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 Company, its employees, officers and directors, or any other persons affiliated with the Company. The release must be in a form acceptable to the form prescribed by the Company, without alterations. Company in its sole discretion. You must execute and return the provide such executed release on or before the date specified by the Company in the prescribed form (the "Release Deadline"). The Release Deadline will in Deadline"), which shall be no event be later than 50 thirty (30) days after the date of your Separation. If the Company fails to receive an executed release from you fail to return the release that is acceptable in form and content on or before the Release Deadline, or if you revoke the such release, then you will not be entitled to the benefits described in this Section 5. b. 6. (b) Salary Continuation. If you are subject to an Involuntary Termination, then your employment ends in a Separation, the Company will continue to pay your base salary for a period of 9 up to twelve (12) months after from the date of 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. procedures, unless otherwise agreed by the Parties. The salary continuation payments will commence within 60 thirty (30) days after your Separation and, the Release Deadline, and once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the Separation. Such payments will begin on first payroll date continue until 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 earliest of (i) the first anniversary of your target bonus for the year in which the Involuntary Termination occurs Separation, or (ii) the actual bonus paid to date when 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. commence new employment or substantial self-employment. (c) COBRA. If you are subject to an Involuntary Termination your employment ends in a Separation 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 amount of your monthly premium under COBRA as it pays paid for active employees and their eligible dependents you under the Company's medical benefits plan as of the date of your Separation. Such payments will continue until the earliest of (i) the close first anniversary of the 9-month period following your Separation, (ii) the expiration of date when you terminate your continuation coverage under COBRA COBRA, or (iii) the date when that you become eligible for substantially equivalent health insurance coverage in connection with commence new employment or substantial self-employment. Such payments The company may charge an administrative fee up to 2% as permitted by statute. Aceragen, Inc. 15 TW Alexander Drive, Suite 418, Research Triangle Park, NC 27709 (d) Accelerated Vesting, Exercise. (i.) If your employment ends in a Separation, then the vested percentage of any equity positions in the Company you may own or control which are still subject to vesting provisions will be treated determined by adding twelve (12) months to the actual period of service that you have completed with the Company. You will have the opportunity to exercise the vested portion of your equity positions as taxable compensation income calculated under this Letter Agreement, until the first anniversary of the date of your Separation. (ii.) In the event of a Change in Control (as defined below), any unvested portions of equity positions you may own or control shall, as of the closing of such transaction, accelerate and become fully vested 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. you. View More
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. 9(b) and (c) in addition to any benefits described in Section 8, if applicable. However, this Section 5 9 will not apply unless and until 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 rele...ase of all claims that you may have against (and not revoked, if applicable) the Company or persons affiliated with the Company. 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. Release. b. Salary Continuation. If Subject to your satisfying the conditions in Section 9(a), if you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 3 months after your Separation. Your base salary will be paid at based on the annual salary 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, the first payment will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin on first payroll date in the following Release Deadline. second calendar year. c. Cash Bonus. If Lump-Sum Payment in Lieu of Health Benefit. Subject to your satisfying the conditions in Section 9(a), if you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash amount, net of applicable withholding taxes, equal to the greater product of (i) (A) six and (B) the monthly amount the Company was paying on behalf of you and your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you eligible dependents, if any, with respect to the Company's most recently completed fiscal year. health insurance plans in which you and your eligible dependents, if any, were participants as of the day of your Separation. 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. year. View More
Severance Benefit. a. General. (a) General . If you are subject to an Involuntary Termination, 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, possession and (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 Com...pany or persons affiliated with the Company. 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 fifty (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. (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 six (6) 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 sixty (60) days after your Separation and, once they commence, will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day sixty-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 begin in the second calendar year on first payroll date following the Release Deadline. David Clark December 14, 2015 Page 3 d. year. (c) 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 six (6) 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. Eric A. Lefebvre, M.D. November 24, 2011 Page 3 6. Relocation Payments. (a) Relocation Expenses. If you accept our offer to join the Company, the Company shall reimburse the reasonable expenses required for you to relocate to California to begin work with the Company (the "Relocation Expenses"). Such payments will Relocation Expenses must be treated pre-approved by the Company. The Company shall treat the maximum amount of such Relocation Expenses permitted by applicable law as excluded from your taxable compensation income income. (b) Relocation Award. If you accept our offer to join the Company, the Company shall pay you if a one-time award of $75,000 to cover ancillary costs associated with your relocation (the "Relocation Award"). (c) Immigration Expenses. If you accept our offer to join the Company, the Company agrees to reimburse all reasonable and documented expenses associated with obtaining the necessary visa and other immigration credentials required or advisable, to permit you to work for the Company in the Company's sole discretion, to avoid adverse consequences to you, United States (the "Immigration Expenses" and collectively with the Relocation Expenses and Relocation Award, the "Relocation Payments"). (d) Repayment. If you voluntary resign from the Company or are terminated by the Company's other employees. Company with Cause within twelve (12) months of your start date, you agree to return one hundred percent (100%) of the Relocation Payments you received to the Company. If you voluntary resign from the Company or are terminated by the Company with Cause within twelve (12) months to eighteen (18) months of your start date, you agree to return seventy-five percent (75%) of the Relocation Payments you received to the Company. If you voluntary resign from the Company or are terminated by the Company with Cause within eighteen (18) months to twenty-four (24) months of your start date, you agree to return fifty percent (50%) of the Relocation Payments you received to the Company. Such applicable amount must be returned to the Company no later than 45 days from the date your employment with the Company ends. View More
Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. 7(b) and (c) in addition to any benefits described in Section 6, if applicable. However, this Section 5 7 will not apply unless and until 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 (and not revoked, if applicable) the Company or persons affiliated with the Company. 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. Release. (b) Salary Continuation. If Subject to your satisfying the conditions in Section 7(a), if you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 3 months after your Separation. Your base salary will be paid at based on the annual salary 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, the first payment will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin on first payroll date in the following Release Deadline. c. Cash Bonus. If second calendar year. (c) Lump-Sum Payment in Lieu of Health Benefit. Subject to your satisfying the conditions in Section 7(a), if you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash amount, net of applicable withholding taxes, equal to the greater product of (i) (A) six and (B) the monthly amount the Company was paying on behalf of you and your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you eligible dependents, if any, with respect to the Company's most recently completed fiscal year. health insurance plans in which you and your eligible dependents, if any, were participants as of the day of your Separation. 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. year. View More
Severance Benefit. a. General. a.General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. 8(b) and (c) in addition to any benefits described in Section 7, if applicable. However, this Section 5 8 will not apply unless and until 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 g...eneral release of all claims that you may have against (and not revoked, if applicable) the Company or persons affiliated with Release. b.Salary Continuation. Subject to your satisfying the Company. The release must be conditions 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 Section 8(a), 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 6 months after your Separation. Your base salary will be paid at based on the annual salary 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, the first payment will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin on first payroll date in the following Release Deadline. c. Cash Bonus. If second calendar year. c.Lump-Sum Payment in Lieu of Health Benefit. Subject to your satisfying the conditions in Section 8(a), if you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash amount, net of applicable withholding taxes, equal to the greater product of (i) (A) six and (B) the monthly amount the Company was paying on behalf of you and your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you eligible dependents, if any, with respect to the Company's most recently completed fiscal year. health insurance plans in which you and your eligible dependents, if any, were participants as of the day of your Separation. 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. year. View More
Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, then you will be entitled to the benefits described in this Section 5. 7(b) and (c) in addition to any benefits described in Section 6, if applicable. However, this Section 5 7 will not apply unless and until 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 (and not revoked, if applicable) the Company or persons affiliated with the Company. 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. Release. (b) Salary Continuation. If Subject to your satisfying the conditions in Section 7(a), if you are subject to an Involuntary Termination, then the Company will continue to pay your base salary for a period of 9 12 months after your Separation. Your base salary will be paid at based on the annual salary 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, the first payment will include any unpaid amounts accrued from the date of your Separation; provided, however, Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payments will in any event begin on first payroll date in the following Release Deadline. c. Cash Bonus. If second calendar year. (c) Lump-Sum Payment in Lieu of Health Benefit. Subject to your satisfying the conditions in Section 7(a), if you are subject to an Involuntary Termination, then the Company will pay you a lump-sum in cash amount, net of applicable withholding taxes, equal to the greater product of (i) (A) six and (B) the monthly amount the Company was paying on behalf of you and your target bonus for the year in which the Involuntary Termination occurs or (ii) the actual bonus paid to you eligible dependents, if any, with respect to the Company's most recently completed fiscal year. health insurance plans in which you and your eligible dependents, if any, were participants as of the day of your Separation. 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. year. View More
Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, then you will be entitled to the benefits described in this Section 5. 6. However, this Section 5 6 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, a...nd (iii) have executed a general release of all claims that you may have against the Company or persons affiliated with the Company. 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 60 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. 6. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six 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 30 days after your Separation the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the Separation. The salary continuation payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. end when you commence new employment or substantial self-employment. (c) COBRA. If you are subject to an Involuntary Termination, then the Company will pay you terminates your employment for any reason other than Cause or Permanent Disability, 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 Separation occurs, 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 six-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 commence new employment or substantial self-employment. Such payments (d) Accelerated Vesting. If the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, and if testing does not accelerate under Section 8, then the vested percentage of the shares subject to the Option will be treated as taxable compensation income determined by adding six months to the actual period of service that you if required have completed with the Company. Dan Salain October 23, 2017 Page 3 (e) Exercise of Option. If the Company terminates your employment for any reason other than Cause or advisable, Permanent Disability and a Separation occurs, you will have the opportunity to exercise the vested portion of your Option until the first anniversary of your termination. (f) Change in Control. You will also be entitled to the benefits set forth in the Company's sole discretion, to avoid adverse consequences to you, the Company or Change in Control Severance Policy adopted by the Company's other employees. Board of Directors on October 6, 2017, as amended from time to time, subject to the terms and conditions set forth therein. View More
Severance Benefit. a. (a) General. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, then you will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless you have: (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 Company. 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 60 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. (b) Salary Continuation. If you are subject to an Involuntary Termination, the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, then the Company will continue to pay your base salary for a period of 9 six 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 30 days after your Separation the Release Deadline and, once they commence, will include any unpaid amounts accrued from be retroactive to the date of your Separation; provided, however, if the 60-day period described in the preceding sentence spans two calendar years, then the Separation. The salary continuation payments will begin on first payroll date the following Release Deadline. c. Cash Bonus. end when you commence new employment or substantial self-employment. (c) COBRA. If you are subject to an Involuntary Termination, then the Company will pay you terminates your employment for any reason other than Cause or Permanent Disability, 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 Separation occurs, 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 six-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 commence new employment or substantial self-employment. Such payments (d) Accelerated Vesting. If the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, and if vesting does not accelerate under Section 4, then the vested percentage of the shares subject to the Option will be treated as taxable compensation income determined by adding six months to the actual period of service that you if required or advisable, in have completed with the Company's sole discretion, to avoid adverse consequences to you, Company. (e) Exercise of Option. If the Company terminates your employment for any reason other than Cause or Permanent Disability and a Separation occurs, you will have the Company's other employees. opportunity to exercise the vested portion of your Option until the first anniversary of your termination. View More
