Severance Compensation. Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination dat
...e in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.
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Severance Compensation. Upon termination of
Executive's employment
for any reason, (other than upon the
expiration of the Employment Period): (i) Executive shall be entitled
to: (A) all to receive any earned but unpaid Base Salary
earned through the
date of termination
date; (ii) Executive shall be entitled to
be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company d
...uring the period ending on the termination date date, and (iii) Executive shall be entitled to be paid according to Section 8; (C) receive any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) date. Further, unless the Executive's employment is terminated as a result of his death or Disability or for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason Reason, then upon the termination or non-renewal of Executive's employment, the Company shall pay to Executive a "Separation Payment" as follows: a. the Company shall pay Executive an amount equal to four (4) weeks of Executive's Base Salary (as defined in Section 12(d) and other than effect immediately prior to the termination date) for a Change in Control as provided in Section 12(d) and Section 12(f)), the each full year of service. Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) given credit for his service commencing from January 25, 2018; and 2 b. should Executive, at Executive's sole and exclusive option, provide the Company with the Company's then reasonable and standard form of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at within 60 days of termination, then the time Company shall: i. pay to Executive the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject Base Salary (in effect immediately prior to the terms hereof, one-half (1/2) termination date) until the last to occur (the "Separation Period") of (1) the expiration of the Separation Payment shall be paid within thirty (30) days remaining portion of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive Term or the Qualified Beneficiary, then applicable Renewal Term, as the case may be, ceases to or (2) the 12-month period commencing on the date Executive is terminated, the amount calculated under this subparagraph shall be eligible payable in one lump sum, and ii. provide or reimburse Executive for COBRA Coverage, (y) the last day entirety of the consecutive eighteen (18) month period following Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, iii. pay Executive, in one lump sum, an amount equal to the product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12. If the Annual Bonus cannot be determined at the time the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, terminated then, if possible, the Company must receive documentation and Executive shall make a good faith effort to estimate the amount of the COBRA premium payment within ninety (90) days Annual Bonus and adjust such amount promptly following the completion of the Company's annual audit; and iv. all outstanding Options and other Equity Awards held by Executive immediately prior to the termination date shall immediately vest and become fully exercisable for a period of 24 months following Executive's termination date regardless of the terms of the option plan or option agreement. Unless otherwise specified, the Company shall make such payments in accordance with its payment. regular payroll schedule.
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Severance Compensation. Upon termination of
Executive's employment
prior to expiration of the Employment Period unless Executive's employment is terminated for
any reason, the Cause or Executive terminates his employment without Good Reason, then: (a) Executive shall be entitled
to: (A) all Base Salary earned through the date of termination to
be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by
the Executive in connection with and related to the performance of his duties and
...responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and (D) any Annual Bonuses earned through an amount equal to Executive's Base Salary during the prior six (6) months (the "Separation Period"), as in effect as of the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as (the "Separation Payment"), provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release is irrevocable at the time the Separation Payment is first payable under this Section 6 by Executive shall have passed or expired; and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject subject to anything to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment Company; and ending with (b) Subject to Executive's (1) timely election of continuation coverage under the last payroll date that occurs in the third calendar year beginning after the Executive's termination Consolidated Omnibus Budget Reconciliation Act of employment. The Executive may continue coverage 1985, as amended ("COBRA") with respect to the Company's group health insurance plans as permitted by in which the Consolidated Omnibus Budget Reconciliation Act Employee participated immediately prior to the termination date ("COBRA Continuation Coverage"), and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the Company will pay, or reimburse Executive, the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid Continuation Coverage for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on his eligible dependents until the earliest of of: (x) the date the Executive or the Qualified Beneficiary, his eligible dependents, as the case may be, ceases ceasing to be eligible for COBRA Coverage, under COBRA, and (y) the last day of the consecutive eighteen (18) month period twelve (12) months following the termination date of the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment (the benefits provided under this paragraph, clause (b), the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.
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Severance Compensation. Upon termination of
Executive's employment
for any reason, (other than upon the
expiration of the Employment Period): (i) Executive shall be entitled
to: (A) all to receive any earned but unpaid Base Salary
earned through the
date of termination
date; (ii) Executive shall be entitled to
be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company d
...uring the period ending on the termination date date, and (iii) Executive shall be entitled to be paid according to Section 8; (C) receive any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) date. Further, unless the Executive's employment is terminated as a result of his death or Disability or for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason Reason, then upon the termination or non-renewal of Executive's employment, the Company shall pay to Executive a "Separation Payment" as follows: a. the Company shall pay Executive an amount equal to four (4) weeks of Executive's Base Salary (as defined in Section 12(d) and other than effect immediately prior to the termination date) for a Change in Control as provided in Section 12(d) and Section 12(f)), the each full year of service. Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) given credit for his service commencing from October 13, 2016; and 2 b. should Executive, at Executive's sole and exclusive option, provide the Company with the Company's then reasonable and standard form of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at within 60 days of termination, then the time Company shall: i. pay to Executive the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject Base Salary (in effect immediately prior to the terms hereof, one-half (1/2) termination date) until the last to occur (the "Separation Period") of (1) the expiration of the Separation Payment shall be paid within thirty (30) days remaining portion of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive Term or the Qualified Beneficiary, then applicable Renewal Term, as the case may be, ceases to or (2) the 12-month period commencing on the date Executive is terminated, the amount calculated under this subparagraph shall be eligible payable in one lump sum, and ii. provide or reimburse Executive for COBRA Coverage, (y) the last day entirety of the consecutive eighteen (18) month period following Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, iii. pay Executive, in one lump sum, an amount equal to the product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12. If the Annual Bonus cannot be determined at the time the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, terminated then, if possible, the Company must receive documentation and Executive shall make a good faith effort to estimate the amount of the COBRA premium payment within ninety (90) days Annual Bonus and adjust such amount promptly following the completion of the Company's annual audit; and iv. all outstanding Options and other Equity Awards held by Executive immediately prior to the termination date shall immediately vest and become fully exercisable for a period of 24 months following Executive's termination date regardless of the terms of the option plan or option agreement. Unless otherwise specified, the Company shall make such payments in accordance with its payment. regular payroll schedule.
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Severance Compensation. Upon termination of
Executive's employment
for any reason, (other than upon the
expiration of the Employment Period): (a) Executive shall be entitled
to: (A) all to receive any earned but unpaid Base Salary
earned through the
date of termination
date; (b) Executive shall be entitled to
be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company du
...ring the period ending on the termination date date, and (c) Executive shall be entitled to be paid according to Section 8; (C) receive any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according date. Further, subject to Section 5(a); 10 and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated as a result of his death or Disability or for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason Reason, then upon the termination or non-renewal of Executive's employment, the Company shall pay to Executive a "Separation Payment" as follows: (a) the Company shall pay Executive an amount equal to four (4) weeks of Executive's Base Salary (as defined in Section 12(d) and other than effect immediately prior to the termination date) for a Change in Control as provided in Section 12(d) and Section 12(f)), the each full year of service. Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) given credit for his service commencing from September 22, 2016; and 4 (b) should Executive, at Executive's sole and exclusive option, provide the Company with the Company's then reasonable and standard form of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at within 60 days of termination, then the time Company shall: (i) pay to Executive the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject Base Salary (in effect immediately prior to the terms hereof, one-half (1/2) termination date) until the last to occur (the "Separation Period") of (A) the expiration of the Separation Payment shall be paid within thirty (30) days remaining portion of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive Term or the Qualified Beneficiary, then applicable Renewal Term, as the case may be, ceases to but in no event an amount greater than the Base Salary payable should either such period expire within two (2) years, or (B) the 12-month period commencing on the date Executive is terminated, the amount calculated under this subparagraph shall be eligible payable in one lump sum, and (ii) provide or reimburse Executive for COBRA Coverage, (y) the last day entirety of the consecutive eighteen (18) month period following Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, (iii) pay Executive, in one lump sum, an amount equal to the product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12. If the Annual Bonus cannot be determined at the time the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, terminated then, if possible, the Company must receive documentation and Executive shall make a good faith effort to estimate the amount of the COBRA premium payment within ninety (90) days Annual Bonus and adjust such amount promptly following the completion of the Company's annual audit; and (iv) all outstanding Options and other Equity Awards held by Executive immediately prior to the termination date shall immediately vest and become fully exercisable for a period of 24 months following Executive's termination date regardless of the terms of the option plan or option agreement. Unless otherwise specified, the Company shall make such payments in accordance with its payment. regular payroll schedule.
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Severance Compensation. Upon termination of
Executive's employment
for any reason, (other than upon the
expiration of the Employment Period): (i) Executive shall be entitled
to: (A) all to receive any earned but unpaid Base Salary
earned through the
date of termination
date; (ii) Executive shall be entitled to
be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company d
...uring the period ending on the termination date date, and (iii) Executive shall be entitled to be paid according to Section 8; (C) receive any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) date. Further, unless the Executive's employment is terminated as a result of his death or Disability or for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for Reason, then upon the termination or non-renewal of Executive's employment, the Company shall pay to Executive a Change in Control "Separation Payment" as provided in Section 12(d) and Section 12(f)), follows: a. the Company shall pay Executive shall be entitled to receive a cash an amount equal to one hundred percent (100%) four (4) weeks of the sum of the Executive's Base Salary earned during (as in effect immediately prior to the six (6) months immediately preceding termination date) for each full year of service; and b. commencing on the date that shall be one (1) year from the Effective Date, should Executive, at Executive's sole and exclusive option, provide the Company with the Company's then reasonable and standard form of termination (herein the "Separation Payment"); provided, that the Executive executes an separation, waiver and release agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at within 30 days of termination, then the time Company shall: 2 i.pay to Executive the Separation Payment is first payable under this Section 6 and Base Salary (in effect immediately prior to the termination date) an amount equal to the lesser of what the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject to would have received if the terms hereof, one-half (1/2) Employment Period ended after (1) the expiration of the Separation Payment shall be paid within thirty (30) days remaining portion of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive Term or the Qualified Beneficiary, then applicable Renewal Term, as the case may be, ceases to or (2) the 18-month period commencing on the date Executive is terminated (in either case, the "Separation Period"), the amount calculated under this subparagraph shall be eligible payable in one lump sum, and ii.provide or reimburse Executive for COBRA Coverage, (y) the last day entirety of the consecutive eighteen (18) month period following Separation Period for the same or substantially the same medical, dental, long-term disability and life insurance pursuant to Section 9 to which Executive was entitled hereunder as of the date of termination provided, however, that in the case of such medical and dental insurance, that Executive makes a timely election for continuation coverage under COBRA, iii.pay Executive, in one lump sum, an amount equal to the product obtained by multiplying (x) the maximum Annual Bonus as set forth in Section 5 which Executive would have been otherwise entitled to receive by (y) the fraction in which the numerator is the number of calendar months worked including the entire month in which severance occurred and the denominator of which is 12. If the Annual Bonus cannot be determined at the time the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, terminated then, if possible, the Company must receive documentation and Executive shall make a good faith effort to estimate the amount of the COBRA premium payment within ninety (90) days Annual Bonus and adjust such amount promptly following the completion of the Company's annual audit; and iv.all outstanding Options and other Equity Awards held by Executive immediately prior to the termination date shall immediately vest and become fully exercisable for a period of 24 months following Executive's termination date regardless of the terms of the option plan or option agreement. Unless otherwise specified, the Company shall make such payments in accordance with its payment. regular payroll schedule.
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Severance Compensation.
Upon If the Company terminates Executive's employment for a reason other than Executive's death, Disability, or Cause (including the cancellation or termination of
Executive's employment without Cause prior to the Commencement Date), or if Executive terminates her employment for
any reason, Good Reason, then the
Executive Company shall
be entitled to: (A) pay or provide all
Base Salary earned through of the
date following to Executive: (i) reimbursement of
termination to be paid according to Sec...tion 4; (B) any and all reasonable business expenses paid or incurred by Executive through the Executive termination date in connection with and related to the performance of his Executive's duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) Company; (ii) receipt of any accrued but unused vacation time through the termination date in accordance with Company policy; and (D) any Annual Bonuses earned through policy, as in effect as of the date of termination termination; (iii) receipt of any earned but unpaid Base Salary and Performance Bonus accrued through Executive's last date of employment with the Company; and (iv) subject to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if Executive's satisfying the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined Release conditions described in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash 9(c), receipt of an amount equal to one hundred percent (100%) of the sum a portion of the Executive's Base Salary earned during as set forth in Section 9(b) below and Medical Benefits Continuation, as defined below (the "Separation Payment"). The Base Salary portion of the Separation Payment described in Section 9(a)(iv) above shall be, (i) in the event Executive's separation of employment prior to the one-year anniversary of the Commencement Date, twelve (12) months of Executive's Base Salary, and, (ii) in the event Executive's separation of employment at any time on or after the first anniversary of the Commencement Date, six (6) months of Executive's Base Salary (in each case, at the rate that was in effect at the time of termination), less in all cases Base Salary paid to Executive for any portion of the Notice Period that Executive is directed by the Company not to work. Additionally, subject to Executive's timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") with respect to the Company's group health insurance plans in which the Employee participated immediately preceding prior to the termination date ("COBRA Continuation Coverage") and the Release requirement set forth below, the Company will pay the cost of COBRA Continuation Coverage for Executive and her eligible dependents until the earliest of (i) Executive and her eligible dependents, as the case may be, ceasing to be eligible under COBRA, (ii) the date upon which Executive and her eligible dependents become covered under similar plans, (iii) in the case of Executive's employment termination (herein prior to the "Separation Payment"); provided, one-year anniversary of the Commencement Date, twelve (12) months following the termination date, or (iv) in the case of Executive's termination on or after the one-year anniversary of the Commencement Date, six (6) months following the termination date ("Medical Continuation Benefits"). 9 c. Subject to the condition that the Executive executes an agreement releasing the Company and its affiliates from any liability associated with this Agreement Executive's employment with the Company in form and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject terms satisfactory to the terms hereof, one-half (1/2) Company (the "Release") and that all time periods imposed by law permitting cancellation or revocation of the Separation Payment Release by Executive shall be paid within thirty (30) days of have passed or expired (the "Release Effective Date"), the Executive's termination of employment ("Initial Payment"), provided that the Company will pay Executive has executed a release; and the balance of the Separation Payment shall be paid in substantially equal installments any base salary-related amount owed pursuant to Section 9(a)(iv) on the Company's regular payroll dates beginning with starting on the first payroll date coincident with or immediately following the Initial Payment and ending with Release Effective Date (and the last payment on such first payroll date will include all payments that occurs in the third calendar year beginning after the Executive's termination of employment. The Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium were not paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) between the last day of employment and such first payroll date) and ending six months after the consecutive eighteen (18) month period last day of employment. Notwithstanding the foregoing, if the Release could become effective during the calendar year following the calendar year of the date of termination, then no such payments that constitute "deferred compensation" under Internal Revenue Code Section 409A shall be made earlier than the Executive's termination first day of employment and (z) the calendar year following the calendar year of the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. termination.
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Severance Compensation. Upon termination of
Executive's employment
prior to expiration of the Employment Period unless the Executive's employment is terminated for
any reason, Cause or Executive terminates his employment without Good Reason, the Executive shall be entitled
to: (A) all Base Salary earned through the date of termination to
be paid according to Section 4; (B) receive any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and respon
...sibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) date, any accrued but unused vacation time through the termination date in accordance with Company policy; policy and (D) any Annual Bonuses earned through an amount equal to Executive's Base Salary and Bonus Plans during the prior twelve (12) months (the "Separation Period"), as in effect as of the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the (the "Separation Payment"), provided that Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the Executive shall be entitled to receive a cash amount equal to one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive (a) executes an agreement releasing Company and its affiliates from any liability associated with this Agreement in form and terms satisfactory to the Company and that all time periods imposed by law permitting cancellation or revocation of such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and by the Executive shall have passed or expired, and (b) complies with his other obligations under Sections this Agreement as provided in Section 12 and 13 and 14 of this Agreement. hereof, as a condition to such Separation Payment. Subject to anything to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and the balance of contrary in Section 11(d)(3), the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning in accordance with the first customary payroll date coincident with or immediately following practices of the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after Company. 2 Subject to the Executive's termination (1) timely election of employment. The Executive may continue continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") with respect to the Company's group health insurance plans as permitted by in which the Consolidated Omnibus Budget Reconciliation Act Employee participated immediately prior to the termination date ("COBRA Continuation Coverage"), and (2) continued payment of 1985 ("COBRA") premiums for himself and each such plans at the active employee rate (excluding, for purposes of his "Qualified Beneficiaries" as defined by calculating cost, an employee's ability to pay premiums with pre-tax dollars), the cost of COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Continuation Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on his eligible dependents until the earliest of (x) the date the Executive or the Qualified Beneficiary, his eligible dependents, as the case may be, ceases ceasing to be eligible for COBRA Coverage, under COBRA, and (y) the last day of the consecutive eighteen (18) month period twelve (12) months following the termination date of the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment (the benefits provided under this paragraph, clause (ii), the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment. "Medical Continuation Benefits") or until such time as Executive shall obtain reasonably equivalent benefits from subsequent employment or spousal benefits.
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Severance Compensation. Upon termination of employment
of the Executive for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through th
...e termination date in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); and I (E) all Share Awards earned and vested prior to termination. Additionally, if the Executive's employment is terminated prior to expiration of without cause by the Employment Period (including due to his death Parent or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), Company, the Executive shall be entitled to receive a a. the greater of: (i) cash amount equal equivalent to one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) months immediately preceding of Base Salary at the date rate in effect at the time of termination (herein the "Separation Payment"); provided, and (ii) the Executive's minimum entitlement to notice, pay in lieu of notice, severance pay (if applicable), vacation pay and any additional minimum entitlement pursuant to the ESA. In the event that payment is made to the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this pursuant to Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject 6(a)(i), subject to the terms hereof, hereof and the ESA, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; release as outlined below; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. b. The Executive may continue will be entitled to continued group insurance benefit coverage with respect for the period required by the ESA. No further coverage will be provided. c. It is intended that the termination provisions of this Agreement include the Executive's full entitlement to termination and/or severance pay pursuant to the Company's group health plans as permitted by ESA, and any entitlement to payment of damages at common law. No further amount of notice, severance pay, or pay in lieu of notice pursuant to the Consolidated Omnibus Budget Reconciliation Act ESA or at common law will be payable. In the event that the Executive's full entitlement under the ESA exceeds these contractual provisions, then those entitlements shall replace these provisions and no further entitlements or payments are due to the Executive pursuant to the ESA or at common law. In no case will the total payments and provision of 1985 ("COBRA") for himself and each benefits made to the Executive in respect of the termination of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse employment be less than the amount of any COBRA premium paid for COBRA Coverage timely elected by payable and for entitlements due to the Executive and any Qualified Beneficiary pursuant to the ESA. 2 d. The provisions of this Agreement in respect of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date termination of the Executive's employment without Cause shall remain in full force and effect throughout the period of the Executive's employment notwithstanding the length of that employment and any changes in the Executive's employment, including changes in his/her title, position, duties, level of responsibility, reporting structure, remuneration, and location. e. The payment to the Executive of any amounts in excess of the amounts owing to the Executive pursuant to the ESA and arising as a result of the termination of the Executive's employment and (z) are conditional upon the date execution by the Executive or of a full and final release of all claims and possible claims, in a form acceptable to the Qualified Beneficiary, as Company. Such full and final release shall include provisions requiring the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, Executive to maintain the Company must receive documentation confidentiality of the COBRA premium payment within ninety (90) days terms of its payment. this Agreement and the affirmation of the continuance of the Employee's obligations following the end of his employment as outlined in this Agreement. f. In the event of a change of control, all outstanding options, warrants, and restricted stock units will immediately and fully vest with no restrictions.
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Severance Compensation. Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date to be paid according to Section 8; (C) any accrued but unused vacation time through the termination dat
...e in accordance with Company policy; and (D) any Annual Bonuses earned through the date of termination to be paid according to Section 5(a); 5(b); and I all Share Awards earned and vested prior to termination. termination in accordance with Section 5(c). Additionally, if the Executive's employment is terminated prior to expiration of the Employment Period (including without cause, or due to his death or Disability, as defined in Section 12(b)) unless the Executive's employment is terminated for Cause Disability (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), herein), the Executive shall be entitled to receive receive: (a) the greater of; (i) a cash amount equal to one hundred percent (100%) of the sum of the Executive's Base Salary earned during the six (6) four (4) months immediately preceding the date of termination (herein the "Separation Payment"); provided, and (ii) the Executive's minimum entitlement to notice, pay in lieu of notice, severance pay (if applicable), vacation pay and any additional minimum entitlement pursuant to the ESA. In the event that payment is made to the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this pursuant to Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject 6(a)(i), subject to the terms hereof, hereof and the ESA, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; release as outlined below; and the balance of the Separation Payment shall be paid in substantially equal installments on the Company's regular payroll dates beginning with the first payroll date coincident with or immediately following the Initial Payment and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's termination of employment. (b) The Executive may continue will be entitled to continued group insurance benefit coverage with respect for the period required by the ESA. No further coverage will be provided. (c) It is intended that the termination provisions of this Agreement include the Executive's full entitlement to termination and/or severance pay pursuant to the Company's group health plans as permitted by ESA, and any entitlement to payment of damages at common law. No further amount of notice, severance pay, or pay in lieu of notice pursuant to the Consolidated Omnibus Budget Reconciliation Act ESA or at common law will be payable. In the event that the Executive's full entitlement under the ESA exceeds these contractual provisions, then those entitlements shall replace these provisions and no further entitlements or payments are due to the Executive pursuant to the ESA or at common law. In no case will the total payments and provision of 1985 ("COBRA") for himself and each benefits made to the Executive in respect of the termination of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse employment be less than the amount of any COBRA premium paid for COBRA Coverage timely elected by payable and for entitlements due to the Executive and any Qualified Beneficiary pursuant to the ESA. (d) The provisions of this Agreement in respect of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date termination of the Executive's employment without Cause shall remain in full force and effect throughout the period of the Executive's employment notwithstanding the length of that employment and any changes in the Executive's employment, including changes in his/her title, position, duties, level of responsibility, reporting structure, remuneration, and location. 2 (d) The payment to the Executive of any amounts in excess of the amounts owing to the Executive pursuant to the ESA and arising as a result of the termination of the Executive's employment and (z) are conditional upon the date execution by the Executive or of a full and final release of all claims and possible claims, in a form acceptable to the Qualified Beneficiary, as Company. Such full and final release shall include provisions requiring the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, Executive to maintain the Company must receive documentation confidentiality of the COBRA premium payment within ninety (90) days terms of its payment. this Agreement and the affirmation of the continuance of the Employee's obligations following the end of his employment as outlined in this Agreement.
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Severance Compensation.
(a) Upon termination of employment for any reason, the Executive shall be entitled to: (A) all Base Salary earned through the date of termination to be paid according to Section 4; (B) any
and all reasonable expenses paid or incurred by the Executive in connection with and related to the performance of his duties and responsibilities for the Company during the period ending on the termination date Annual Bonuses, pro-rated, to be paid
according to in accordance with Section
8; 5(a) above. ; (C)
...any all accrued but unused vacation time through time, and (d) reimbursement of all reasonable expenses as set forth in Section 8. (b) In the event of a termination date in accordance with by the Company policy; and (D) any Annual Bonuses earned through without Cause, by the date of termination to be paid according to Section 5(a); and I all Share Awards earned and vested prior to termination. Additionally, if Executive for Good Reason or by the Executive's employment is terminated prior to expiration Executive within one hundred eighty days (180) days of the Employment Period (including due occurrence of a Change of Control (as defined below) and subject to his death or Disability, as defined the additional provisions of Section 11(d)(3), then in addition to the severance compensation set forth in Section 12(b)) unless the Executive's employment is terminated for Cause (as defined in Section 12(c)) or the Executive terminates his employment without Good Reason (as defined in Section 12(d) and other than for a Change in Control as provided in Section 12(d) and Section 12(f)), the 6(a), Executive shall also be entitled to receive a cash amount equal to one hundred percent (100%) the following enhanced separation benefits ("Enhanced Separation Benefits"): (i) the greater of the sum of the Executive's continued Base Salary earned during the six (6) months immediately preceding the date of termination (herein the "Separation Payment"); provided, that the Executive executes an agreement releasing Company and its affiliates from any liability associated with this Agreement and such release is irrevocable at the time the Separation Payment is first payable under this Section 6 and the Executive complies with his other obligations under Sections 13 and 14 of this Agreement. Subject to the terms hereof, one-half (1/2) of the Separation Payment shall be paid within thirty (30) days of the Executive's termination of employment ("Initial Payment"), provided that the Executive has executed a release; and through the balance of the Separation Payment shall Employment Period, as renewed, or ) twelve (12) months of Executive's then Base Salary; (ii) continued participation in Company welfare benefit plans (including health benefits) on the same terms as immediately prior to termination and to be paid in substantially equal installments on full by the Company's regular payroll dates beginning with Company for the first payroll date coincident with or immediately following the Initial Payment period of time set forth in this Section 6(b) (not to be less than twelve months of continuation of benefits) and ending with the last payroll date that occurs in the third calendar year beginning after the Executive's (iii) immediate vesting of all stock options/equity awards. (c) Upon termination of employment. The Executive's continued benefits (either pursuant to Section 6(a) or 6(b) as the case may be), the Executive may continue coverage with respect to the Company's group health plans as permitted by the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA") for himself and each of his "Qualified Beneficiaries" as defined by COBRA ("COBRA Coverage"). The Company shall reimburse the amount of any COBRA premium paid for COBRA Coverage timely elected by and for the Executive and any Qualified Beneficiary of the Executive, and not otherwise reimbursed, during the period that ends on the earliest of (x) the date the Executive or the Qualified Beneficiary, as the case may be, ceases to be eligible for COBRA Coverage, (y) the last day of the consecutive eighteen (18) month period following the date of the Executive's termination of employment and (z) the date the Executive or the Qualified Beneficiary, as the case may be, is covered by another group health plan. To reimburse any COBRA premium payment under this paragraph, the Company must receive documentation of the COBRA premium payment within ninety (90) days of its payment.
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