Grouped Into 6 Collections of Similar Clauses From Business Contracts
This page contains Termination Benefits clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive: (i) a lump sum cash payment equal to two (2) times the Executive's (i) Base Salary and (ii) the highest rate of bonus paid to Executive during the three (3) years prior to termination, subject to applicable withholding t...axes, payable in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G.View More
Termination Benefits. (a) If, in connection with or within twelve (12) six (6) months after the date of a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive: (i) a lump sum cash payment equal to two (2) times the sum of (i) the Executive's (i) then Base Salary and (ii) the highest rate of annual bonus paid to Executive during the three (3) years prior to t...ermination, subject to applicable withholding taxes, payable (except as provided in clause (iii) below) in a single lump sum payment within ten (10) calendar days following Executive's termination of employment; and (ii) the Bank will continue to provide Executive and the Executive's dependents with life insurance, non-taxable medical, vision, medical and dental coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive prior to Executive's termination of employment. Such coverage shall cease upon the expiration of twenty-four (24) twelve (12) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of such benefits would subject the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation ("Regulations") Section 1.409A-1(i), then, solely to the extent required to avoid penalties under comply with the requirements of Section 409A 409A(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the "Code"), "Code") and the Regulations, payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, Regulations, such that the Employer and the Executive reasonably anticipate that the level of 2 bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G.View More
Termination Benefits. (a) If, in connection a. If Executive voluntarily terminates employment (in accordance with Section 2a. of this Agreement) or is involuntarily terminated within twelve (12) months after two (2) years of a Change in Control, Executive resigns for Good Reason (in accordance with Section 2(a) of this Agreement) or if the Bank involuntarily terminates his employment for a reason other than Cause, Executive shall receive: (i) i. a lump sum cash payment equal to two (2) times the amount reported in Bo...x 5 on Executive's Form W-2, plus (i) Base Salary Executive's share of non-taxable premiums paid for medical and dental insurance and (ii) deductions taken to from Executive's compensation to fund Executive's Flexible Spending Account, each for the highest rate calendar year preceding the year of bonus paid to Executive during Executive's termination of employment or preceding the three (3) years prior to termination, subject to applicable withholding taxes, payable year in a single lump sum which the Change in Control occurs, whichever is greater.. Such payment within shall be made not later than ten (10) calendar business days following Executive's termination of employment; employment. ii. Continued health, medical and (ii) life insurance coverage which Executive participated in as of the Bank will continue to provide Executive and date of the Change in Control for a period of twenty-four (24) months following Executive's dependents with life insurance, non-taxable medical, vision, and dental termination of employment. Said coverage substantially comparable (and on substantially shall be provided under the same terms and conditions) to conditions and under the coverage maintained by same cost-sharing arrangements that apply for active employees of the Bank for Executive prior to in effect on the date of Executive's termination of employment. Such coverage shall cease upon To the expiration extent that benefits required under this Section 3a., cannot be provided under the terms of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein to the contrary, if as the such plans because Executive is no longer an employee or providing such benefits would result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to in excise taxes or penalties, then penalties to the Bank, the Bank shall, to the extent permitted under such laws, pay to the shall provide Executive with a cash lump sum payment reasonably estimated to be equal equivalent to the amount cost to the Bank of benefits (or the remainder of such amount) that Executive is no longer permitted to receive in kind. Such lump sum payment shall be required to be made within ten (10) days following Executive's termination of employment or the determination that the payment or provision of providing such benefits would subject under the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Bank's group plans. b. Notwithstanding the preceding provisions of this Section 3, in no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs when aggregated with other cash payments or benefits that are contingent (within the meaning set forth in Code Section 280G (b)(2)(a)(i)) on the Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, and to avoid such a result, Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering 4 Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. 280G of the Code. The allocation of the reduction required hereby among the Termination Benefits provided by this Section 3 shall be determined by Executive. View More
Termination Benefits. (a) If, in connection with or within twelve (12) months after a Change in Control, Executive resigns a. If Executive's employment is voluntarily for Good Reason (in accordance with Section 2(a) 2a. of this Agreement) or if the Bank involuntarily terminates his employment for terminated, either within one (1) year of a reason other than Cause, Change in Control, Executive shall receive: (i) i. The Bank shall pay Executive a lump sum cash payment equal to two (2) three (3) times the Executive's (i...) Base Salary and (ii) "base amount," within the highest rate meaning of bonus paid to Executive during Section 280G(b)(3) of the three (3) years prior to termination, subject to applicable withholding taxes, payable in a single lump sum Internal Revenue Code of 1986, as amended (the "Code"). Such payment within ten (10) calendar shall be made not later than five (5) days following Executive's termination of employment; and (ii) the employment under this Section 3. ii. The Bank will continue to provide to Executive life insurance coverage and the Executive's dependents with life insurance, non-taxable medical, vision, medical and dental insurance coverage substantially comparable (and on substantially the same terms and conditions) to the coverage maintained by the Bank for Executive immediately prior to his termination under the same cost-sharing arrangements that apply for active employees of the Bank as of Executive's date of termination. Such continued coverage shall cease thirty-six (36) months following Executive's termination of employment. Such The period of continued health coverage required by Section 4980B(f) of the Internal Revenue Code of 1986, as amended (the "Code"), shall cease upon run concurrently with the expiration coverage period provided herein. If the Bank cannot provide one or more of twenty-four (24) full calendar months after Executive's termination. Notwithstanding anything herein the benefits set forth in this paragraph because Executive is no longer an employee, applicable rules and regulations prohibit such benefits or the payment of such benefits in the manner contemplated, or it would subject the Bank to the contrary, if as the result of any change in, or interpretation of, the laws applicable to the payments or provisions of benefits hereunder, such payments or provisions are deemed illegal or subject to excise taxes or penalties, then the Bank shall, to the extent permitted under such laws, shall pay to the Executive a cash lump sum payment reasonably estimated to be equal to the amount of benefits (or the remainder value of such amount) that Executive is no longer permitted to receive in kind. benefits or the value of the remaining benefits at the time of such determination. Such lump sum cash payment shall be required to be made in a lump sum within ten (10) thirty (30) days following after the later of Executive's date of termination of employment or the determination that effective date of the payment rules or provision of regulations prohibiting such benefits would subject or subjecting the Bank to excise taxes or penalties, whichever is later. 3 (iii) If the Executive is a "Specified Employee," as defined in Treasury Regulation 1.409A-1(i), then, solely to the extent required to avoid penalties under Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), payments under this Section 3 shall be delayed until the first day of the seventh month following the Executive's date of termination. (iv) For purposes of this Agreement, a "termination of employment" shall mean a "Separation from Service" as defined in Section 409A of the Code and the regulations promulgated thereunder, such that the Employer and the Executive reasonably anticipate that the level of bona fide services the Executive would perform after a termination of employment would permanently decrease to a level that is less than 50% of the average level of bona fide services performed (whether as an employee or as an independent contractor) over the immediately preceding thirty-six (36) month period. (b) Notwithstanding the preceding provisions of this Section 3, in penalties. b. In no event shall the aggregate payments or benefits to be made or afforded to Executive under said paragraphs this Agreement, either as a stand-alone benefit or when aggregated with other payments to, or for the benefit of Executive that are contingent on a Change in Control (the "Termination Benefits") constitute an "excess parachute payment" under Section 280G of the Code Code, or any successor thereto, and in order to avoid such a result, the Termination Benefits will be reduced, if necessary, to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three (3) times Executive's "base amount," as determined in accordance with said Section 280G. 280G of the Code. In the event a reduction is necessary, Executive shall be entitled to determine which benefits or payments shall be reduced or eliminated so the total parachute payments do not result in an excess parachute payment. If Executive does not make this determination within five (5) business days after receiving a written request from the Bank (or by the time that benefits or payments are due hereunder, if later), the Bank may make such determination, and shall notify Executive promptly thereof. In the event it is determined that permitting Executive or the Bank to make the determination regarding the form or manner of reduction would violate Section 409A Code, such reduction shall be made first from the cash severance provided for under this Agreement. 4 4. Notice of Termination. a. Any termination by the Bank or by Executive shall be communicated by Notice of Termination to the other party hereto. For purposes of this Agreement, a "Notice of Termination" shall mean a written notice which shall indicate the specific termination provision in this Agreement relied upon and shall set forth in detail the facts and circumstances claimed to provide a basis for termination of Executive's employment under the provision so indicated. b. "Date of Termination" shall mean the date specified in the Notice of Termination (which, in the case of a termination for Cause, shall not be less than thirty (30) days from the date such Notice of Termination is given). View More
Termination Benefits. (a) Termination by the Company Without Cause. If Executive is terminated under Section 8(a), and upon execution of a separation agreement containing a general release of all claims against the Company, the Company shall pay Executive an amount equal to Executive's Base Salary under Section 3(a) at the time of such termination as follows: (i) If Executive's employment is terminated pursuant to Section 8(a) during the 1st two years of employment, Executive shall be paid for a period of six (6) mon...ths; and (ii) if Executive's employment is terminated pursuant to Section 8(a) after the second year of employment, Executive shall be paid for a period of one (1) year (each of (i) and (ii) a "Severance Payment" The Severance Payment shall be payable in installments, by direct deposit, in accordance with the Company's normal payroll practices. In addition, during any Severance Payment period, should Executive timely elect to continue coverage pursuant to COBRA, the Company agrees to reimburse Executive for the COBRA premiums due to maintain health insurance coverage that is substantially equivalent to that which he received immediately prior to Executive's termination. The Company shall also pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused personal time, (ii) any business expenses incurred but not reimbursed as of the date of termination and (iii) any award under the annual bonus program referred to in Section 3(a) that has been approved by the Chief Executive Officer and the Company's Board of Directors but not paid prior to termination (b) Other Termination. In all other cases, the Company's obligation to make payments hereunder shall cease upon such termination, except the Company shall pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused personal time, (ii) any business expenses incurred but not reimbursed as of the date of termination and (iii) any award under the annual bonus program referred to in Section 3(a) that has been approved by the Chief Executive Officer and the Company's Board of Directors but not paid prior to termination. (c) Survival of Obligations. Executive's obligations pursuant to Sections 4 and 5 shall survive the expiration of the term of Executive's employment under this Agreement or any early termination thereof. (d) Returns. Upon termination of Executive's employment under this Agreement, or as otherwise requested by the Company, immediately upon the Company's request, Executive shall return to the Company all of the Company keys, credit cards, product samples, records, data, notes, reports, proposals, lists of existing and proposed customers, correspondence, specifications, drawings, blue-prints, sketches, materials, equipment, other documents or property, together with all copies thereof belonging to the Company, its successors or assigns, and all Confidential Information (in all media) in Executive's possession or under Executive's control.View More
Termination Benefits. (a) Termination by the Company Without Cause. If Executive is terminated under Section 8(a), and upon execution execution. not later than 45 days following the termination date. of a separation agreement containing a general release of all claims against the Company, the Company shall pay Executive an amount equal to Executive's Base Salary under Section 3(a) at the time of such termination as follows: (i) If Executive's employment is terminated pursuant to Section 8(a) during the 1st two years ...of employment, Executive shall be paid for a period of six (6) months; and (ii) if Executive's employment is terminated pursuant to Section 8(a) after the second year of employment, Executive shall be paid for a period of one (1) year twelve (12) months (each of (i) and (ii) such payment a "Severance Payment" Payment"). The Severance Payment shall be payable in installments, by direct deposit, in accordance with the Company's normal payroll practices. In addition, during any Severance Payment period, the twelve months following termination. should Executive timely elect to continue coverage pursuant to COBRA, the Company agrees to reimburse Executive for the COBRA premiums due to maintain health insurance coverage that is substantially equivalent to that which he received immediately prior to Executive's termination. The Company shall also pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused personal time, PTO, (ii) any business or reimbursable relocation expenses incurred but not reimbursed as of the date of termination termination. and (iii) any award under the annual bonus program referred to in Section 3(a) that has been approved by the Chief Executive Officer and the Company's Board of Directors but not paid prior to termination termination. (b) Other Termination. In all other cases, the Company's obligation to make payments hereunder shall cease upon such termination, except the Company shall pay Executive (i) any salary earned but unpaid prior to termination and all accrued but unused personal time, PTO, and (ii) any business or reimbursable relocation expenses incurred but not reimbursed as of the date of termination and (iii) any award under the annual bonus program referred to in Section 3(a) that has been approved by the Chief Executive Officer and the Company's Board of Directors but not paid prior to termination. (c) Survival of Obligations. Executive's obligations pursuant to Sections 4 and 5 shall survive the expiration of the term of Executive's employment under this Agreement or any early termination thereof. (d) Returns. Upon termination of Executive's employment under this Agreement, or as otherwise requested by the Company, immediately upon the Company's request, request. Executive shall return to the Company all Company files. notes, business plans and forecasts. financial information, computer-recorded information, tangible property including computers, software, credit cards. entry cards. identification badges. cell phones, pager, keys, tools. equipment and any materials of any kind which contain or embody any proprietary or confidential information of the Company keys, credit cards, product samples, records, data, notes, reports, proposals, lists of existing and proposed customers, correspondence, specifications, drawings, blue-prints, sketches, materials, equipment, other documents or property, together with (and all copies thereof belonging to the Company, its successors or assigns, and all Confidential Information (in all media) in Executive's possession or under Executive's control. reproductions thereof). View More
Termination Benefits. If you are subject to a Qualifying Termination or a CIC Qualifying Termination, you will be eligible to receive certain payments and benefits as set forth in the Change in Control and Severance Agreement between you and the Company dated on or about the date hereof (the "CIC and Severance Agreement"). "Qualifying Termination" and "CIC Qualifying Termination" shall have the meanings ascribed to them in the CIC and Severance Agreement.
Termination Benefits. If you are subject to a Qualifying Termination or a CIC Qualifying Termination, you will be eligible to receive certain payments and benefits as set forth in the Company's standard Change in Control and Severance Agreement between you and the Company dated on or about the date hereof (the "CIC and Severance Agreement"). "Qualifying Termination" and "CIC Qualifying Termination" shall have the meanings ascribed to them in the CIC and Severance Agreement.
Termination Benefits. In consideration for Executive's agreement to be bound by the terms of this Agreement, including but not limited to the release of claims in Section 6, but subject to Executive's compliance with Section 9, including Section 9(e) regarding the return of Company property, the Company agrees to provide Executive with the following termination benefits (the "Termination Benefits"): a. A lump sum cash severance payment of $461,725.16 (representing twelve (12) months' base salary based on the base sal...ary rate in effect on the Termination Date), payable in a Jump sum within ten (10) days folIowing the Effective Date; and b. For the period beginning on the Termination Date and ending on the date which is twelve (12) full months following the Termination Date (or, if earlier, the date on which the applicable continuation period under COBRA expires or the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or self-employment) (such period, the "COBRA Coverage Period"), if Executive and his eligible dependents who were covered under the Company's health insurance plans as of the Termination Date el ect to have COBRA coverage and are eligible for such coverage the Company shalI pay for or reimburse Executive on a monthly basis for an amount equal to (i) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company's health plans as of the Termination Date (calculated by reference to the premium as of the Termination Date) less (ii) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost shari ng Ievels in effect on the Termination Date. Executive shalI be solely responsible for ail matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of subsequent employment or selfemployment. The Termination Benefits shall be the exclusive severance benefits to which Executive is entitled, unless Executive has breached the provisions of this Agreement, in which case Section 9(f) shall apply. Executive understands that Executive will not be entitled to the Termination Benefits under this Agreement if the Effective Date does not occur on or before May 12, 2020, or in the event Executive breaches the terms of this Agreement. The parties agree that any material or immaterial changes to this Agreement shall not extend the deadline for the occurrence of the Effective Date.View More
Termination Benefits. In consideration (a)Termination Benefits. Upon (i) the expiration of the Employment Period on March 15, 2021, or (ii) any earlier termination of the Employment Period for any reason (other than Executive's agreement to be bound discharge by the terms of this Agreement, including but not limited Company for Cause (as defined in the Employment Agreement) or Executive's voluntary resignation), and subject to the release occurrence of claims in Section 6, but subject to the Release Effective Date (a...s defined below), Executive's compliance with Section 9, 5 and the terms of the Proprietary Information Agreement (as defined below), including Section 9(e) 5(d) regarding the return of Company property, and the provisions of Section 4, and in addition to the Accrued Obligations, the Company agrees to provide Executive with the following termination benefits, which shall be the sole benefits to which Executive is entitled in connection with his termination of employment (the "Termination Benefits"): a. A lump sum (i)Cash Severance. The Company shall pay to Executive a cash severance termination payment of $461,725.16 (representing twelve (12) months' equal to $200,000, which represents Executive's base salary based on the base salary rate in effect on the Termination Date), for a period of six (6) months, payable in cash in a Jump lump sum within ten (10) days folIowing following the Release Effective Date; and b. (ii)COBRA. For the period beginning on the Termination Transition Date and ending on the date which is twelve (12) six (6) full months following the Termination Transition Date (or, if earlier, (A) the date on which the applicable continuation period under COBRA the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA") expires or (B) the date Executive becomes eligible to receive the equivalent or increased healthcare coverage by means of from a subsequent employment or self-employment) employer) (such period, the "COBRA Coverage Period"), if Executive and his eligible dependents who were covered under the Company's health insurance plans as of the Termination Transition Date el ect elect to have COBRA coverage and are eligible for such coverage coverage, the Company shalI shall directly pay for or reimburse Executive on a monthly basis for an amount equal to (i) (1) the monthly premium Executive is required to pay for continuation coverage pursuant to COBRA for Executive and his eligible dependents who were covered under the Company's health plans as of the Termination Transition Date (calculated by reference to the premium as of the Termination Transition Date) less (ii) (2) the amount Executive would have had to pay to receive group health coverage for Executive and his covered dependents based on the cost shari ng Ievels sharing levels in effect on the Termination Transition Date. If any of the Company's health benefits are self-funded as of the Transition Date, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the payments or reimbursements as set forth above, the Company shall instead pay to Executive shalI the foregoing monthly amount as a taxable monthly payment for the COBRA Coverage Period (or any remaining portion thereof). Executive shall be solely responsible for ail all matters relating to continuation of coverage pursuant to COBRA, including, without limitation, the election of such coverage and the timely payment of premiums. Executive shall notify the Company immediately if immediately; and 3 (iii)Vesting. The vesting and/or exercisability of each of Executive's outstanding unvested stock options shall be automatically accelerated on the Release Effective Date as to the number of stock options that would vest over the six (6) month period following the Transition Date had Executive remained continuously employed by the Company during such period. (b)Release. As a condition to Executive's receipt of the Termination Benefits, Executive shall execute and not revoke a general release of all claims in favor of the Company (the "Release") in the form attached hereto as Exhibit A. The date on which Executive's Release becomes eligible effective in accordance with its terms is referred to receive as the equivalent "Release Effective Date." In the event Executive's Release does not become effective within the fifty-five (55) day period following the Transition Date, Executive shall not be entitled to the aforesaid Termination Benefits. The Termination Benefits set forth above represent full satisfaction of the Company's severance obligations to Executive under the Employment Agreement or increased healthcare coverage by means of subsequent employment or selfemployment. otherwise. (c)Exclusive Remedy; No Mitigation. The Termination Benefits shall be the exclusive severance termination benefits to which Executive is entitled, unless Executive has breached the provisions of this Agreement or the Proprietary Information Agreement, in which case Section 9(f) 5(e) shall apply. Executive understands that Executive will not be entitled required to mitigate the Termination Benefits under amount of any payment contemplated by this Agreement if the Effective Date does not occur on or before May 12, 2020, or in the event Agreement, nor will any earnings that Executive breaches the terms of this Agreement. The parties agree that may receive from any material or immaterial changes to this Agreement shall not extend the deadline for the occurrence of the Effective Date. other source reduce any such payment. View More
Termination Benefits. You will continue to be eligible to receive change in control and severance payments and benefits under the Change in Control and Severance Agreement (the "Severance Agreement") between you and the Company, dated September 7, 2021, attached to this offer letter as Exhibit A.
Termination Benefits. You will continue to be eligible to receive change in control and severance payments and benefits under the Change in Control and Severance Agreement (the "Severance Agreement") between you and the Company, dated September 7, March 12, 2021, attached to this offer letter as Exhibit A.
Termination Benefits. Subject to the conditions set forth in Section 2(a) and contingent upon the Executive's executing (and not revoking) the "Release" (as defined below), the following post-termination payments or benefits shall be paid or provided to the Executive following the Executive's termination of employment: (a) Severance Payment. The Company shall pay to the Executive, as a severance payment, an amount equal to the sum of (i) two times (A) the Executive's "Base Pay", which shall be an amount equal to the ...greater of (x) the Executive's rate of annual base salary (prior to any deferrals) at the Termination Date or (y) the Executive's rate of annual base salary (prior to any deferrals) immediately prior to the Change in Control, and (B) the Executive's "Incentive Pay", which shall be an amount equal to the average annual bonus earned by the Executive under the Company's incentive compensation plan or any other annual bonus plan (whether paid currently or on a deferred basis) during the three fiscal years of the Company immediately preceding the fiscal year of the Company in which the Change in Control occurred plus (ii) a pro rata portion of the Executive's target bonus for the fiscal year in which the Termination Date occurs, which payment shall be made in a single lump sum within 15 days following the date on which the Executive returns to the Company an executed copy of the Release. (b) Release. The Company's obligation to make the payment and provide the benefits described in this Section 4 are conditioned expressly on the Executive's executing a settlement agreement containing a general release and waiver of claims against the Company (as "Company" is defined in Section 7), EIC and their respective subsidiaries, parents (and any subsidiaries of any parents), and affiliates and any of their members, partners, officers, directors, agents, advisors, attorneys, contractors, consultants and employees, in a form reasonably satisfactory to the Company (the "Release"), and such Release being executed by the Executive within 60 days following the Termination Date (such date, the "Release Deadline"). The Company will provide the Release to the Executive within seven days following the Termination Date. If the Release has not been executed by the Executive and returned to the Company (together with an independent adviser's certificate) prior to the Release Deadline, the Executive shall not be entitled to receipt of any payments or benefits pursuant to this Agreement.View More
Termination Benefits. Subject to the conditions set forth in Section 2(a) and contingent upon the Executive's executing (and not revoking) the "Release" (as defined below), the following post-termination payments or benefits shall be paid or provided to the Executive following the Executive's termination of employment: (a) Severance Payment. The Company shall pay to the Executive, as a severance payment, an amount equal to the sum of (i) two times (A) the (A)the Executive's "Base Pay", which shall be an amount equal ...to the greater of (x) the Executive's rate of annual base salary (prior to any deferrals) at the Termination Date or (y) the Executive's rate of annual base salary (prior to any deferrals) immediately prior to the Change in Control, and (B) the Executive's "Incentive Pay", which shall be an amount equal to the average annual bonus earned by the Executive under the Company's incentive compensation plan or any other annual bonus plan (whether paid currently or on a deferred basis) during the three fiscal years of the Company immediately preceding the fiscal year of the Company in which the Change in Control occurred plus (ii) a pro rata portion of the Executive's target bonus for the fiscal year in which the Termination Date occurs, which payment shall be made in a single lump sum within 15 days on the first business day following the date on which Release becoming effective and irrevocable. Notwithstanding the foregoing, if all or any portion of the severance payment is determined to be "nonqualified deferred compensation" subject to Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), and the Company determines that the Executive returns is a "specified employee" as defined in Section 409A(a)(2)(B)(i) of the Code and Final Treasury Regulations promulgated thereunder (the "Treasury Regulations") and other guidance published thereunder, then such payment (or portion thereof) shall be paid on the first day of the seventh month following the Executive's "separation from service" (as such term is defined in the Treasury Regulations, giving effect to the default presumptions of Section 1.409A-1(h) thereof). (b) Health Benefits. To the extent the Executive timely elects to continue healthcare coverage through COBRA, the Company an executed copy shall pay that portion of the Release. (b) COBRA premium equal to the difference between the COBRA premium and Executive's monthly contribution towards health benefits that is in effect as of the date of Executive's termination of employment for a period equal to 18 months following the Termination Date; provided, that, the Company's obligation to provide such health benefits shall cease at the time Executive becomes eligible for such health benefits from another employer. (c) Release. The Company's obligation to make the payment and provide the benefits described in this Section 4 are conditioned expressly on the Executive's executing a settlement agreement containing (and not revoking) a general release and waiver of claims against the Company (as "Company" is defined in Section 7), EIC 8) and their respective subsidiaries, parents (and any its subsidiaries of any parents), and affiliates and any of their members, partners, officers, directors, agents, advisors, attorneys, contractors, consultants and employees, in a form reasonably satisfactory to the Company (the "Release"), and such Release being executed by the Executive becoming effective and irrevocable within 60 days following the Termination Date (such date, the "Release Deadline"). The Company will provide the Release to the Executive within seven days following the Termination Date. If the Release has not been executed by the Executive become effective and returned to the Company (together with an independent adviser's certificate) irrevocable prior to the Release Deadline, the Executive shall not be entitled to receipt of any payments or benefits pursuant to this Agreement. View More
