Grouped Into 30 Collections of Similar Clauses From Business Contracts
This page contains Severance Benefit clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Severance Benefit. In consideration of the covenants and releases in this Agreement, Company will: (a) pay Employee a severance benefit of $386,250.00 (equivalent to one year of his gross annual base salary effective as of the Separation Date), less withholdings authorized or required by law, in accordance with Company's normal payroll cycle, commencing on the first payroll cycle after the Effective Date of this Agreement; and (b) reimburse for 12 months, starting the month immediately after the Effective Date, Em...ployee's monthly COBRA premiums, subject to applicable laws and requirements and Employee's eligibility and compliance with COBRA and insurance requirements. After the 12 months, Company will no longer pay or reimburse Employee for any COBRA or other health insurance premiums. However, if Employee obtains other health insurance coverage from another employer, company, or business entity within the 12 months after the Effective Date, Company will no longer be required to pay for or reimburse Employee for COBRA. Employee is required to inform Company immediately after Employee learns he will be covered by other health insurance and when that coverage begins. Collectively Sections 1(a)-(b) are the "Severance Benefit". Employee must comply with all of the terms of this Agreement, and his Employee Proprietary Information and Assignment of Inventions Agreement ("Confidentiality Agreement") in order to receive, or continue to receive, the Severance Benefit. Employee acknowledges and agrees that but for his agreement to enter into, and provide the releases in, this Agreement, he is not entitled to the Severance Benefit. Employee further acknowledges and agrees that the Severance Benefit does not constitute, in any way, any sort of severance plan.View More
Severance Benefit. In consideration of the covenants and releases in this Agreement, Company will: (a) pay Employee a severance benefit of $386,250.00 (equivalent to one year six months of his gross Employee's annual base salary effective as of the Separation Date), Date (reflecting Employee's annual base salary as recently increased to reflect a five business day work week), less withholdings authorized or required by law, in accordance with Company's normal payroll cycle, commencing on the first payroll cycle af...ter the Effective Date of this Agreement; and (b) reimburse Employee for 12 six months, starting the month immediately after the Effective Date, for Employee's monthly COBRA premiums, subject to applicable laws and requirements and Employee's eligibility and compliance with COBRA and insurance requirements. After the 12 months, six-month period referenced herein, Company will no longer pay or reimburse Employee for any COBRA or other health insurance premiums. However, if Employee obtains other health insurance coverage from another employer, company, or business entity within the 12 six months after the Effective Date, Company will no longer be required to pay for or reimburse Employee for COBRA. Employee is required to inform Company immediately after Employee learns he she will be covered by other health insurance and when that coverage begins. Collectively Together, Sections 1(a)-(b) hereof are the "Severance Benefit". Employee must comply with all of the terms of this Agreement, and his her Employee Proprietary Information and Assignment of Inventions Agreement ("Confidentiality Agreement") in order to receive, or continue to receive, the Severance Benefit. Employee acknowledges and agrees that but for his her agreement to enter into, and provide the releases in, this Agreement, he she is not entitled to the Severance Benefit. Employee further acknowledges and agrees that the Severance Benefit does not constitute, in any way, any sort of severance plan. View More
Severance Benefit. (a) General. If Executive is subject to a Termination Without Cause, then Executive will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless Executive (i) has returned all Company property in Executive's possession, (ii) has resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applicable, (iii) has executed a general release of all claims that Executive may have against the Company or persons ...affiliated with the Company and (iv) if so requested, has executed a general release of claims that Executive may have against the -2- Company. The releases must be in the form prescribed by the Company, without alterations. Executive must execute and return the releases on or before the dates specified in each prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after Executive's Separation. If Executive fails to return the releases on or before the Release Deadline, or if Executive revokes the releases, then Executive will not be entitled to the benefits described in this Section 5. (b) Cash Severance on Termination Without Cause. If Executive is subject to a Termination Without Cause, then the Company will pay Executive a lump-sum severance payment equal to (i) six months' Base Salary, at Executive's final Base Salary rate; plus (ii) an amount equal to six times the Monthly Bonus; plus (iii) if the Company makes bonus payments to other Company employees for (or during) the calendar/fiscal year in which Executive is subject to a Termination Without Cause, then and only in this situation, the Company will pay Executive an amount equal to Executive's full target bonus for the calendar/fiscal year in which Executive's Separation occurs, which amount shall be prorated based upon the portion of that year that Executive is employed by the Company. Such amount will be paid to Executive in accordance with the Company's standard payroll procedures within 60 days after Executive's Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payment will in any event be made in the second calendar year. (c) Additional Payment in Lieu of Health Benefit. If Executive is subject to a Termination Without Cause, the Company will pay Executive an additional lump-sum amount equal to the product of (x) the monthly amount the Company was paying on behalf of Executive and Executive's eligible dependents with respect to the Company's health insurance plans in which Executive and Executive's eligible dependents were participants as of the day of Executive's Separation multiplied by (y) six. Such payment will be made in accordance with the Company's standard payroll procedures and subject to the Company's having first received effective releases pursuant to Section 5(a) above, will be paid within 60 days after Executive's Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payment will in any event be made in the second calendar year. (d) Accelerated Vesting. if Executive is subject to a Termination Without Cause, then the vested percentage of the Time-Based Shares subject to each equity award will be determined by adding six months to the actual period of service that Executive has completed with the Company. (e) Section 409A. For purposes of Section 409A of the Code, each payment under Section 5 is hereby designated as a separate payment. If the Company determines that Executive is a "specified employee" under Section 409A(a)(2)(B)(i) of the Code at the time of Executive's Separation, then the payments under Section 5, to the extent that they are subject to Section 409A of the Code, will be made on the first business day following (A) expiration of the six-month period measured from Executive's Separation or (B) the date of Executive's death.View More
Severance Benefit. (a) General. If Executive is subject to a Termination Without Cause, then Executive will be entitled to the benefits described in this Section 5. However, this Section 5 will not apply unless Executive (i) has returned all Company property in Executive's possession, (ii) has resigned as a member of the Boards of Directors of the Company and all of its subsidiaries, to the extent applicable, (iii) has executed a general release of all claims that Executive may have against the Company or persons ...affiliated with the Company and (iv) if so requested, has executed a general release of claims that Executive may have against the -2- Company. The releases must be in the form prescribed by the Company, without alterations. Executive must execute and return the releases on or before the dates specified in each prescribed form (the "Release Deadline"). The Release Deadline will in no event be later than 50 days after Executive's Separation. If Executive fails to return the releases on or before the Release Deadline, or if Executive revokes the releases, then Executive will not be entitled to the benefits described in this Section 5. (b) Cash Severance on Termination Without Cause. Salary Continuation. If Executive is subject to a Termination Without Cause, then the Company will continue to pay Executive a lump-sum severance payment equal to (i) six months' Base Salary, at Executive's final the Base Salary rate; plus (ii) an amount equal to six times the Monthly Bonus; plus (iii) if the Company makes bonus payments to other Company employees for (or during) the calendar/fiscal year in which Executive is subject to a Termination Without Cause, then and only in this situation, the Company will pay Executive an amount equal to period of three months after Executive's full target bonus for the calendar/fiscal year in which Separation. Executive's Separation occurs, which amount shall be prorated based upon the portion of that year that Executive is employed by the Company. Such amount Base Salary will be paid to Executive at the rate in effect at the time of Executive's Separation and in accordance with the Company's standard payroll procedures procedures. The salary continuation payments will commence within 60 days after Executive's Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payment payments will in any event be made begin in the second calendar year. (c) Additional Payment Payments in Lieu of Health Benefit. If Executive is subject to a Termination Without Cause, the Company will pay Executive an additional lump-sum monthly amount for the three-month period following Executive's Separation equal to the product of (x) the monthly amount the Company was paying on behalf of Executive and Executive's eligible dependents with respect to the Company's health insurance plans in which Executive and Executive's eligible dependents were participants as of the day of Executive's Separation multiplied by (y) six. Separation, Such payment payments will be made in accordance with the Company's standard payroll procedures and subject procedures. Subject to the Company's having first received effective releases pursuant to Section 5(a) above, such payments will be paid commence within 60 days after Executive's Separation and, once they commence, will include any unpaid amounts accrued from the date of Executive's Separation. However, if the 60-day period described in the preceding sentence spans two calendar years, then the payment payments will in any event be made begin in the second calendar year. (d) Accelerated Vesting. if If Executive is subject to a Termination Without Cause, then the vested percentage of the Time-Based Shares shares subject to each equity award will be determined by adding six three months to the actual period of service that Executive has completed with the Company. (e) Section 409A. For purposes of Section 409A of the Code, Internal Revenue Code of 1986, as amended (the "Code"), each salary continuation payment under Section 5 5(b) is hereby designated as a separate payment. If the Company determines that Executive is a "specified employee" under Section 409A(a)(2)(B)(i) of the Code at the time of Executive's Separation, then (i) the salary continuation payments under Section 5, 5(b), to the extent that they are subject to Section 409A of the Code, will be made commence on the first business day following (A) expiration of the six-month period measured from Executive's Separation or (B) the date of Executive's death. death and (ii) the installments that otherwise would have been paid prior to such date will be paid in a lump sum when the salary continuation payments commence. View More
Severance Benefit. A Covered Employee shall be entitled to a severance benefit under this Plan, subject to the conditions and limitations set forth in Sections 6 and 8 of this Plan, if his or her employment is terminated under the terms and conditions set forth in Section 5 of this Plan. a.All Covered Employees, other than the Covered Employees who are Designated Officers, shall be entitled to receive a severance benefit equal to the product of: (i) the Covered Employee's Years of Service through his or her date o...f termination and (ii) two (2) week's Base Pay. Notwithstanding the foregoing, the minimum severance benefit under this Section 4(a) shall be four (4) week's Base Pay and the maximum severance benefit shall be twenty-six (26) week's Base Pay. b.A Designated Officer shall be entitled to a severance benefit equal to one (1) times his or her Base Pay (regardless of Years of Service) if within three (3) months before a Change in Control or one (1) year thereafter the Company, the Bank or a successor to the Company or the Bank terminates the Designated Officer's employment for any reason other than Just Cause or the Designated Officer terminates his or her employment with the Bank and/or Company following the occurrence of an event described in Section 5(a),(b) (c) or (d) of the Plan. c.All severance payments shall be made in a single lump sum payment, less applicable tax withholdings, payable in the payroll period following the termination of employment, unless delayed under Section 13 of this Plan. 3 d.Notwithstanding the provisions of paragraph a or b above, if a severance benefit payment to a Covered Employee who is a "Disqualified Individual" shall be in an amount which includes an "Excess Parachute Payment," when taken together with any other payments or benefits that are paid or provided to the Covered Employee, the payment to that Covered Employee shall be reduced to the maximum amount which does not include an Excess Parachute Payment. The terms "Disqualified Individual" and "Excess Parachute Payment" shall have the same meanings as defined in Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision thereto. e.Covered Employees shall not be required to mitigate damages on the amount of their severance benefits by seeking other employment or otherwise, nor shall the amount of such severance benefit be reduced by any compensation earned by the Covered Employee as a result of employment after termination of employment hereunder. b.Failure to offer the Covered Employee a Comparable Position. c.The Bank or the Company requires the Covered Employee to change the location of his or her job or office, so that the Covered Employee will be based at a location more than thirty-five (35) miles from the location of his or her job or office immediately prior to the Change in Control provided that such new location is not closer to the Covered Employee's home; or d.A successor to the Bank fails or refuses to assume the Bank's obligations under this Plan, as required under Section 14 of this Plan.View More
Severance Benefit. A Covered Employee shall be entitled to a severance benefit under this Plan, subject to the conditions and limitations set forth in Sections 6 and 8 of this Plan, Plan if his or her employment is terminated under the terms and conditions set forth in Section 5 of this Plan. a.All a. All Covered Employees, other than the Covered Employees who are Designated Officers, shall be entitled to receive a severance benefit equal to the product of: (i) the Covered Employee's Years of Service through his o...r her date of termination and (ii) two (2) week's one (1) month's Base Pay. Notwithstanding the foregoing, the minimum severance benefit under this Section 4(a) shall be four (4) week's one (1) month's Base Pay and the maximum severance benefit shall be twenty-six (26) week's six (6) month's Base Pay. b.A b. A Designated Officer shall be entitled to a severance benefit equal to one (1) times his or her Base Pay (regardless of Years of Service) if within three (3) months before a Change in Control or one (1) year thereafter the Company, the Bank or a successor to the Company or the Bank terminates the Designated Officer's employment for any reason other than Just Cause or the Designated Officer terminates his or her employment with the Bank and/or Company following the occurrence of an event described in Section 5(a),(b) (c) 5(a),(c) or (d) of the Plan. c.All c. All severance payments shall be made in a single lump sum payment, less applicable tax withholdings, payable in the payroll period following the within 10 days of termination of employment, unless delayed under Section 13 of this Plan. 3 d.Notwithstanding d. Notwithstanding the provisions of paragraph a or b above, if a severance benefit payment to a Covered Employee who is a "Disqualified Individual" shall be in an amount which includes an "Excess Parachute Payment," when taken together with any other payments or benefits that are paid or provided to the Covered Employee, the payment to that Covered Employee shall be reduced to the maximum amount which does not include an Excess Parachute Payment. The terms "Disqualified Individual" and "Excess Parachute Payment" shall have the same meanings as defined in Section 280G of the Internal Revenue Code of 1986, as amended, or any successor provision thereto. e.Covered 4 e. Covered Employees shall not be required to mitigate damages on the amount of their severance benefits by seeking other employment or otherwise, nor shall the amount of such severance benefit be reduced by any compensation earned by the Covered Employee as a result of employment after termination of employment hereunder. b.Failure A reduction in the Covered Employee's Base Pay. b. Failure to offer the Covered Employee a Comparable Position. c.The c. The Bank or the Company requires the Covered Employee to change the location of his or her job or office, so that the Covered Employee will be based at a location more than thirty-five (35) miles from the location of his or her job or office immediately prior to the Change in Control provided that such new location is not closer to the Covered Employee's home; or d.A d. A successor to the Bank fails or refuses to assume the Bank's obligations under this Plan, as required under Section 14 of this Plan. View More
Severance Benefit. The Severance Benefit payable hereunder shall be one (1) times the Employee's base salary at the time of termination, except that the Severance Benefit shall be increased to two and one-half (2 1/2) times the Employee's base salary if the termination occurs during the two-year period immediately following: (i) the Effective Time; or (ii) a Change of Control. In no event shall a Severance Benefit be paid if the Employee's termination occurs more than seven (7) years after the Effective Time or th...e termination is due to the Employee's death or permanent physical disability. For purposes of this Agreement, the term "Change of Control" shall have the meaning set forth in the State National Companies, Inc. 2014 Long-Term Incentive Plan.View More
Severance Benefit. The Severance Benefit payable hereunder shall be one (1) times the Employee's base salary at the time of termination, except that the Severance Benefit shall be increased to two and one-half (2 1/2) 1.75 times the Employee's base salary if the termination occurs during the two-year period immediately following: (i) the Effective Time; or (ii) a Change of Control. In no event shall a Severance Benefit be paid if the Employee's termination occurs more than seven (7) years after the Effective Time ...or the termination is due to the Employee's death or permanent physical disability. For purposes of this Agreement, the term "Change of Control" shall have the meaning set forth in the State National Companies, Inc. 2014 Long-Term Incentive Plan. 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.
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 described 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.
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. In consideration of your acceptance of this Agreement and subject to your meeting in full your obligations hereunder, including without limitation hereunder and under the Continuing Obligations (defined below): (a) Confidentiality Agreement (as defined below), and in full satisfaction of any rights that you have under the Employment Agreement, the Company will provide you with the following severance benefits: a. The Company will pay you your base salary, at your final base rate of pay of $415,0...00, pay, for a period of twelve (12) thirteen (13) 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. Date. 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. Payment Commencement Date. The first payment will be retroactive to the day immediately following the Separation Date. (b) 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." "COBRA," or similar applicable state law (together, "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 pay or, at its option, reimburse you for the full 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 participation until the earlier of the conclusion of thirteen (13) months following the Severance Pay Period Separation Date or the date that you are no longer entitled 76614182_6 become eligible to coverage under COBRA. To enroll in the health (or, if applicable, dental) plan of a new employer. Payments will begin on the Payment Commencement Date. The first payment will be eligible for retroactive to the Company's premium contributions, however, you must pay day immediately following the remainder of the premium cost of your COBRA continuation coverage by authorized payroll deduction. Separation Date. 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, amounts, 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), or any other applicable law, in each case, it shall gross up the such payments' tax consequences, if any, to you. Notwithstanding the foregoing, if the payment or reimbursement by the Company of the premium costs, including payment of any gross up for any tax consequences, described in the preceding sentence, will subject or expose the Company to taxes or penalties, you and the Company agree to work together in good faith efforts to restructure such benefit. (c) Following renegotiate the Separation Date, any equity awards previously made provisions of this section and to enter into a substitute arrangement pursuant to which the Company may not be subjected or exposed to taxes or penalties but which will not adversely affect the full economic value to you will continue to be subject to the terms of the applicable award benefits promised by this provision. For avoidance of any doubt, nothing in this provision will require you to accept any renegotiated agreement and equity plan; provided, however, that notwithstanding the terms of your Employment Agreement (as defined below) would disadvantage you economically 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 required that you elect accept a lesser quality of health care coverage 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, yourself or you timely -2- revoke your signature, you shall not be entitled to the extended exercise period described in this Section 2(c). family. View More
Severance Benefit. During the period in which you are serving as Interim CEO, you will be eligible for benefits under the Prior Policy as a "Tier One" participant, in accordance with the terms thereof and this Paragraph 6. Such benefits include potential vesting acceleration of stock-based compensation and/or cash severance upon the termination of your employment under specified circumstances, including in Connection with a Change-in-Control (as defined in the Prior Policy), subject to the terms and conditions of ...the Prior Policy. Notwithstanding Section 2.12 of the Prior Policy or any other provision to the contrary, your removal from the position of Interim CEO and reinstatement as the Chief Financial Officer in connection with the Company's hiring of a permanent Chief Executive Officer shall not by itself constitute a condition giving rise to Good Reason under the Prior Policy.View More
Severance Benefit. During the period in which you are serving as Interim CEO, you You will be eligible for benefits under the Prior Policy as a "Tier One" participant, Policy, in accordance with the terms thereof and this Paragraph 6. Such benefits include potential vesting acceleration of stock-based compensation and/or cash severance upon the termination of your employment under specified circumstances, including in Connection with a Change-in-Control (as defined in the Prior Policy), subject to the terms and co...nditions of the Prior Policy. Notwithstanding Section 2.12 2.13 of the Prior Policy or any other provision to the contrary, your removal from the position of Interim CEO CFO and reinstatement as the Chief Financial Officer Senior Vice President, Finance in connection with the Company's hiring of a permanent Chief Executive Financial Officer shall not by itself constitute a condition giving rise to Good Reason under the Prior Policy. View More
Severance Benefit. Although the Company has no policy or practice requiring the payment of severance benefits, if you execute and do not revoke this Agreement, the Company will provide you with Severance Benefits pursuant to the terms of your [month, date, year] Employment Agreement. The Company is offering severance to you in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). Any payments made in reliance on Treasury Regulati...on Section 1.409A-1(b)(4) will be made not later than March 15, 20__. For purposes of Code Section 409A, your right to receive any installment payments under this letter (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment.View More
Severance Benefit. Although the Company has no policy or practice requiring the payment of severance benefits, if If you execute and do not revoke this Agreement, the Company will provide you with the following Severance Benefits pursuant to the terms of your [month, date, year] Employment Agreement. The Company is offering severance to you in reliance on Treasury Regulation Section 1.409A-1(b)(9) and the short term deferral exemption in Treasury Regulation Section 1.409A-1(b)(4). 1.409A- 1(b)(4). Any payments mad...e in reliance on Treasury Regulation Section 1.409A-1(b)(4) will be made not later than March 15, 20__. 20 . For purposes of Code Section 409A, your right to receive any installment payments under this letter Agreement (whether severance payments, reimbursements or otherwise) shall be treated as a right to receive a series of separate payments and, accordingly, each installment payment hereunder shall at all times be considered a separate and distinct payment. View More
Severance Benefit. If you satisfy the Conditions, then the Company will provide you with the following "Severance Benefits" following the Separation Date: (a) Severance Pay. The Company will pay you an amount equal to twelve (12) months of your current base salary, less standard payroll deductions and withholdings. (b) Health Benefits Continuation. If you timely and properly elect to receive benefits under COBRA, then the Company will pay all required premiums on a monthly basis for the same level of group healthc...are coverage as in effect for you on the Separation Date until the earliest of the following: (i) the twelve (12)-month anniversary of the Separation Date; (ii) your eligibility for group healthcare coverage through other employment; or (iii) the cessation of your continuation rights under COBRA (the "Health Benefits Continuation Period"); provided, however, if the Company determines it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such payments to payroll payments directly to you for the time period specified above. Such payments shall be subject to tax- related deductions and withholdings and paid on the Company's regular payroll dates. You agree to notify the Company promptly if you become eligible for group healthcare coverage through another employer. You may continue COBRA coverage after the end of the Health Benefits Continuation Period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. (c) Pro-Rated 2022 Bonus. The Company will pay you a pro rata portion of the Target Bonus (as defined in the Employment Agreement) you earned for the current calendar year, measured from the first day of such calendar year through the Separation Date, in the total amount of $41,623.29. (d) Continued Vesting and Extended Exercise Period. Subject to the approval of the Board, (a) your Equity Awards shall continue to vest until the later of your Separation Date or the end of your Service Relationship (as defined in the Company's 2021 Stock Option and Incentive Plan or the Company's 2017 Stock Option and Grant Plan, as applicable) (such date, the "Vesting Termination Date") and (b) the Company shall extend the exercise period with respect to your vested stock options until the earlier of (i) the original ten (10)-year expiration date for such vested stock options as provided in the applicable Equity Documents, or (ii) 180 days after the Advisory Termination Date. (e) Advisory Agreement. The Company will enter into the Advisory Agreement attached hereto as Exhibit B with you (the "Advisory Agreement"), which will become effective on the Separation Date such that there is no break in your Service Relationship with the Company for purposes of continued vesting in the Equity Awards. The date on which the Advisory Agreement is terminated for any reason shall be referred to herein as the "Advisory Termination Date". The Advisory Termination Date shall be no later than December 31, 2022. (f) The amounts payable under Sections 2(a) and 2(c) above shall be paid out in substantially equal installments in accordance with the Company's payroll practice over twelve (12) months commencing within thirty (30) days after the Effective Date (as defined below); provided, however, that if there are any amounts still due to you under Sections 2(a) and 2(c) as of the Advisory Termination Date (such amounts, the "Remaining Severance Pay"), and provided that you satisfy the Conditions, the Remaining Severance Pay shall be paid to you in a lump sum within thirty (30) days after the effective date of the Updated Release and in no event later than March 15, 2023.View More
Severance Benefit. If you satisfy the Conditions, then the Company will provide you with the following "Severance Benefits" following the Separation Date: (a) Severance Pay. The Company will pay you an amount equal to twelve the sum of (i) (12) months of your current base salary, salary plus (ii) your Target Bonus (as defined in the Employment Agreement) for the current year, less standard payroll deductions and withholdings. withholdings (the "Severance Pay"). The Severance Pay will be paid out in a lump sum with...in thirty (30) days after the Effective Date (as defined below) of this Agreement. (b) Equity Awards. Notwithstanding anything to the contrary in any applicable Equity Document, all unvested stock options and other stock-based awards subject to vesting held by you shall immediately accelerate and become fully exercisable or nonforfeitable as of the Effective Date of this Agreement (and any termination or forfeiture of the unvested portion of such awards that would otherwise occur on the Separation Date in the absence of this Agreement will be delayed until the Effective Date and will only occur if the vesting pursuant to this provision does not occur due to the absence of the Agreement becoming fully effective within the time period set forth herein). (c) Health Benefits Continuation. If you timely and properly elect to receive benefits under COBRA, then the Company will pay all required premiums on a monthly basis for the same level of group healthcare coverage as in effect for you on the Separation Date until the earliest of the following: (i) the twelve (12)-month anniversary of the Separation Date; (ii) your eligibility for group healthcare coverage through other employment; or (iii) the cessation of your continuation rights under COBRA (the "Health Benefits Continuation Period"); provided, however, if the Company determines it cannot pay such amounts without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then the Company will convert such payments to payroll payments directly to you for the time period specified above. Such payments shall be subject to tax- related deductions and withholdings and paid on the Company's regular payroll dates. You agree to notify the Company promptly if you become eligible for group healthcare coverage through another employer. You may continue COBRA coverage after the end of the Health Benefits Continuation Period at your own expense for the remainder of the COBRA continuation period, subject to continued eligibility. (c) Pro-Rated 2022 Bonus. The Company will pay you a pro rata portion of the Target Bonus (as defined in the Employment Agreement) you earned for the current calendar year, measured from the first day of such calendar year through the Separation Date, in the total amount of $41,623.29. 2 (d) Continued Vesting and Extended Exercise Period. Subject to the approval of the Board, (a) your Equity Awards shall continue to vest until the later of your Separation Date or the end of your Service Relationship (as defined in the Company's 2021 Stock Option and Incentive Plan or the Company's 2017 Stock Option and Grant Plan, as applicable) (such date, the "Vesting Termination Date") and (b) the The Company shall extend the exercise period with respect to your vested stock options until the earlier of (i) the original ten (10)-year (10) year expiration date for such vested stock options as provided in the applicable Equity Documents, or (ii) 180 days after the Advisory Termination Date. (e) Advisory Agreement. The Company will enter into the Advisory Agreement attached hereto as Exhibit B with you (the "Advisory Agreement"), which will become effective on one (1) year from the Separation Date such that there is no break in your Service Relationship with the Company for purposes of continued vesting in the Equity Awards. The date on which the Advisory Agreement is terminated for any reason shall be referred to herein as the "Advisory Termination Date". The Advisory Termination Date shall be no later than December 31, 2022. (f) The amounts payable under Sections 2(a) and 2(c) above shall be paid out in substantially equal installments in accordance with the Company's payroll practice over twelve (12) months commencing within thirty (30) days after the Effective Date (as defined below); provided, however, that if there are any amounts still due to you under Sections 2(a) and 2(c) as of the Advisory Termination Date (such amounts, the "Remaining Severance Pay"), and provided that you satisfy the Conditions, the Remaining Severance Pay shall be paid to you in a lump sum within thirty (30) days after the effective date of the Updated Release and in no event later than March 15, 2023. Date. View More
Severance Benefit. If you are a Participant designated in Group A, B or C and if, outside of a Change in Control Period (as defined below), you experience a Covered Termination (as defined below), then, subject to (i) you executing and not revoking during any applicable revocation period a general release of all claims against the Company and its Affiliates in a form acceptable to the Company (a "Release") within sixty (60) days (or such shorter period specified by the Company) following the date of your Covered T...ermination and (ii) your continued compliance with the restrictive covenants set forth in Section 20 below, in addition to any accrued but unpaid salary, wages, vacation and other amounts required by applicable law, you will be entitled to receive the following benefits described in this Section 2. (a) Severance Payment. You will be entitled to receive a severance payment equal to the Severance Multiplier (as defined below) multiplied by your annual base salary in a cash lump sum, less applicable withholding obligations, within ten (10) days following the date your Release is no longer subject to revocation. (b) Pro Rata Bonus Payment. You will be entitled to receive an additional severance payment equal to the Severance Multiplier multiplied by a pro-rated portion of your annual target bonus opportunity based upon the actual number of days you were employed by the Company during the fiscal year in which your Covered Termination occurs, payable in a cash lump sum, less applicable withholding obligations, within ten (10) days following the date your Release is no longer subject to revocation. (c) Accelerated Vesting. Each outstanding equity award that you hold as of the date of your Covered Termination will vest and, if applicable, become exercisable to the same extent such equity 1 award would have vested had you continued to remain employed by the Company during the Severance Period (as defined below). (d) Continued Healthcare. Subject to the requirements of the Internal Revenue Code of 1986, as amended (the "Code") or similar applicable law, the Company will pay, or, at its election, reimburse you for, premiums for health insurance coverage to the same extent it paid health insurance premiums on your behalf as of immediately prior to your termination of employment if you elect to continue health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") or similar applicable law (this health coverage is generally referred to as "Company-Paid Premiums"). The Company-Paid Premiums will continue for the Severance Period; provided, however, that the Company-Paid Premiums will terminate earlier if you cancel the underlying coverage or such coverage otherwise ends sooner because you become eligible for and elect health coverage with another employer. If your Company-Paid Premiums included your dependents immediately prior to your termination of employment, the Company will continue to pay for the premiums of such dependents after your termination of employment to the same extent, and for the same duration, as are paid by the Company for you unless you elect otherwise.View More
Severance Benefit. If you are a Participant designated in Group A, B or C an Executive and if, outside of a Change in Control Period (as defined below), you experience a Covered Termination (as defined below), then, then subject to (i) you executing and not revoking during any applicable revocation period delivering to the Company a general release of all claims against the Company and its Affiliates in a form acceptable to the Company (a "Release") that becomes effective and irrevocable within sixty (60) days (or... such shorter period specified by the Company) following the date of your Covered Termination and (ii) your continued compliance with the restrictive covenants set forth in Section 20 below, Termination, then, in addition to any accrued but unpaid salary, wages, vacation and other amounts required by applicable law, you will be entitled to receive the following benefits described in this Section 2. (a) Severance Payment. You will be entitled to receive a severance payment equal to the Severance Multiplier (as defined below) multiplied by nine (9) months of your annual base salary in a cash lump sum, less applicable withholding obligations, within ten (10) days following (if you are the date your Release is no longer subject to revocation. (b) Pro Rata Bonus Payment. You will be entitled to receive an additional severance payment equal to the Severance Multiplier multiplied by a pro-rated portion Chief Executive Officer) or that number of months of your annual target bonus opportunity based upon the actual number base salary for each full year of days you were employed by service with the Company during completed, up to a maximum of three (3) months, as set forth in the fiscal year table below (for all other Executives), in which your Covered Termination occurs, each case payable in a cash lump sum, less applicable withholding obligations, within ten (10) days following the date your Release is no longer subject to revocation. (c) Accelerated Vesting. Each outstanding equity award that you hold as Number of the date Full Year(s) of your Covered Termination will vest and, if applicable, become exercisable to the same extent such equity Service Months of Base Salary Less than 1 award would have vested had you continued to remain employed by the Company during the Severance Period (as defined below). (d) year 0 1 year but less than 2 years 1 2 years but less than 3 years 2 3 years or more 3 (b) Continued Healthcare. Subject to the requirements of the Internal Revenue Code of 1986, as amended (the "Code") or similar applicable law, "Code"), the Company will pay, or, at its election, reimburse you for, premiums for health insurance coverage to the same extent it paid health insurance premiums on your behalf as of immediately prior to your termination of employment if you elect to continue health insurance pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA") or similar applicable law (this health coverage is generally referred to as "Company-Paid Premiums"). The Company-Paid Premiums will continue for the Severance Period; that number 1 of months determined in accordance with Section 2(a) above; provided, however, that the Company-Paid Premiums will terminate earlier if you cancel the underlying coverage or such coverage otherwise ends sooner because you become eligible for and elect health coverage with another employer. If your Company-Paid Premiums included your dependents immediately prior to your termination of employment, the Company will continue to pay for the premiums of such dependents after your termination of employment to the same extent, and for the same duration, as are paid by the Company for you unless you elect otherwise. View More
