Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):
Upon termination of the Executives employment pursuant to [Section 5(a)(iv)] (Voluntary Termination Without Cause orby Executive), 5(a)(v) (Termination for Good Reason. If during the Employment Term, Executive's employment with the Company is terminatedReason), 5(a)(vii) (Termination by the Company without Cause,Without Cause) or by Executive for Good Reason,5(a)(viii) (Termination Within Forty Days of a Change in Control), in addition to the accrued but unpaid compensation and vacation through the date of termination and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive shall be entitled to receivethe following severance benefits: # twenty-four (24) months Base Salary at the then current rate, to be paid in a single lump sum payment equalnot later than thirty (30) days following such termination, less withholding of all applicable taxes; # if the Executive elects continuation coverage for group health coverage pursuant to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections,Rights, then for a period of twelve (12)twenty-four (24) months payable in a lump sumfollowing the Executives termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employees share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Employer-Provided COBRA Premium shall be treated as taxable income to the Executive; and # payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which the sixtieth (60th) day followingExecutive was a participant as of the Termination Date. It willdate of the Executives termination of employment; provided, however, that the pro-rated Annual Bonus payable pursuant to [Section 6(b)(iii)] shall be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment")no less than . In additionaddition, any equity grants issued to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitledimmediately vest upon termination of Executives employment pursuant to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"[Section 5(a)(v) or 5(a)(vii)]):].
Termination Without Cause orNotwithstanding the provisions of [Section 5(a)(i)], in the event that Executive terminates this Agreement by resigning for Good Reason. If duringReason (defined below), in addition to all accrued but unpaid Base Compensation and payment for the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salaryvalue of any accrued, unused paid time off then-existing as of the Termination Date (collectivelyof Termination, # Company shall pay Executive # an amount equal to one and one-half times Executives Base Compensation, payable on Companys first regular pay date that is on or after the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th)60th day following the Date of Termination Date. It will be Executive'and # an amount equal to one and one-half times Executives responsibilityTarget Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments, with the first such installment paid on Companys first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid on the last regular pay date of each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the premiums that Executive pays pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 and/or [sections 601 through 608] of the Employee Retirement Income Security Act of 1974 (collectively, COBRA) to continue coverage in the health, dental and vision insurance plans sponsored by Company in which Executive and Executives dependents participated immediately prior to the Date of Termination (each such premium being a COBRA Premium); provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition toCompany of Executives having paid the COBRA Payment, Executive's outstanding Equity AwardsPremium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall vest as maybe payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to Section 2716 of the Public Health Service Act and the related regulations and guidance promulgated thereunder (collectively, including any successor statute, the PHSA). Each COBRA Premium reimbursement shall be provided in the termsto Executive by Company within 30 days of its receipt of such evidence of the applicable Equity Award grant agreements,COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and Executiveunderstands that the payment of any COBRA Premium will remain Executives sole responsibility. Collectively, the payments provided under this Section shall be entitledreferred to a cash severance payment, payable in a lump sum payment onas the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):Good Reason Separation Package.
Termination Without CauseBy Company for Reason Other Than Cause. Company may terminate this Agreement and Executives employment for any reason whatsoever, or for Good Reason. If duringno reason, in Companys sole discretion by providing a Notice of Termination (as defined in [Section 5(e)] below). For purposes of this Agreement, acceptance by Company of Executives resignation upon Companys request or by mutual agreement shall be deemed to be a termination by Company according to this [Section 5(d)(i)]. In the Employment Term, Executive'event that Executives employment with the Company is terminated by the Company without Cause,for any reason other than Cause (defined in [Section 5(d)(ii)] below) and not due to Executives death or byDisability, then in addition to any compensation or benefits to which Executive for Good Reason, Executive shallmay be entitled to receivethrough the Date of Termination (as defined in [Section 5(f)] below) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, # Company shall pay Executive # a lump sum payment equal to Executive'one and one-half times Executives accrued and unpaid salary as ofBase Compensation, payable on Companys first regular pay date that is on or after the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th)60th day following the Date of Termination Date. It will be Executive'and # an amount equal to one and one-half times Executives responsibilityTarget Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments, with the first such installment paid on Companys first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid on the last business day of each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium (as defined above); provided, however, that in order to receive a COBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition toCompany of Executives having paid the COBRA Payment, Executive's outstanding Equity AwardsPremium within 30 days of having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall vest as maybe payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided in the termsto Executive by Company within 30 days of its receipt of such evidence of the applicable Equity Award grant agreements,COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and Executiveunderstands that the payment of any COBRA Premium will remain Executives sole responsibility. Collectively, the payments made under this Section shall be entitledreferred to a cash severance payment, payable in a lump sum payment onas the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):Without Cause Separation Package.
Termination Without Cause orthe sum of # Executive's Base Salary plus # Executive's target bonus for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or by Executive for Good Reason, Executive shall be entitled to receive # a lump sum payment equal to Executive's accrued and unpaid salary asyear of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) monthsEmployment, payable in a lump sum payment on the sixtieth (60th) day following thesuch Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any andof Employment, # treatment of all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided inequity-based awards per the terms of the applicable Equity Award grant agreements,plan, award or agreement, and # a lump sum amount equal to the total premiums for medical, dental and vision benefits for a three month period which the Executive may, but is not required to, use to pay for COBRA continuation coverage, if applicable. Except for amounts subject to [Section 3.3], the remaining Accrued Obligations shall be entitledpaid to a cash severance payment, payableExecutive in a lump sum payment on the sixtieth (60th) dayamount within sixty (60) days following the Termination Date, which will be determined as follows (the "Severance Payment"):Executive’s date of termination.
Termination Without Cause or for Good Reason. If duringUpon termination of the Employment Term, Executive'Executives employment with the Company is terminatedpursuant to Section # (Termination by the Company without Cause, or by Executive for Good Reason,Cause), in addition to the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive shall be entitled to receivethe following severance benefits: # a lump sum payment equal to Executive's accrued and unpaid salary asBase Salary and vacation pay through the date of the Termination Date (collectively the "Accrued Benefits")termination, less withholding of applicable taxes; and # a cash amount equivalentif the Executive elects continuation coverage for group health coverage pursuant to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections,Rights, then, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) dayone (1) month following the Termination Date. ItExecutives termination, he will be Executive'obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employees responsibility to timely elect COBRA and to make any and all required payments to maintainshare of premiums (if any) for coverage under COBRA (the "COBRA Payment"). In additionfor one month of the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Employer-Provided COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements, and ExecutivePremium shall be entitledtreated as taxable income to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):Executive.
After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executives employment without Cause (and not due to Executives death or Disability) within twelve (12) months following a Change in Control (as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the Date of Termination (as defined in [Section 5(f)] and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or for Good Reason. If during the Employment Term, Executive's employment with the Company is terminated by the Company without Cause, or byReason Separation Package to which Executive for Good Reason, Executive shallwould otherwise be entitled pursuant to receive[Section 5(d)(i)] or [Section 5(a)(ii), (A)])] Company shall pay Executive # a lump sum payment equal to Executive'two times Executives accruedBase Compensation, payable on Companys first regular pay date that is on or after the 60th day following the Date of Termination and unpaid salary as# an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the first such installment paid on Companys first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid in each of the Terminationthree calendar quarters immediately following the calendar quarter that includes the Date (collectively the "Accrued Benefits")of Termination and # for the period beginning on the Date of Termination and ending on the date that is 18 months after the Date of Termination, Company shall reimburse Executive for the COBRA Premium; provided, however, that in order to receive a cash amount equivalentCOBRA Premium reimbursement, Executive must timely elect COBRA continuation coverage, pay the applicable COBRA Premium and provide Company with evidence satisfactory to Company of Executives having paid the gross amountCOBRA Premium within 30 days of Executive'having paid such COBRA Premium; provided, further, however, that no COBRA Premium reimbursement shall be payable if such reimbursement could reasonably be expected to subject Company or any member of the Company Group to sanctions imposed pursuant to [Section 2716] of the PHSA. Each COBRA Premium reimbursement shall be provided to Executive by Company within 30 days of its receipt of such evidence of the COBRA Premium payment; provided, further, however, that Company shall have no obligation to provide Executive the COBRA Premium reimbursement for any period in which Executive is eligible to participate in a group medical plan sponsored by any other employer. Executive agrees and understands that the payment of any COBRA Premium will remain Executives monthly COBRA premiums for health insurance, based on Executive'sole responsibility. Collectively, the payments made under this Section shall be referred to as the CIC Separation Package. For the avoidance of doubt, if Executives current elections, for a period ofemployment is not terminated by Executive with Good Reason or by Company without Cause (and not due to Executives death or Disability) within twelve (12) months payablefollowing a Change in a lump sum payment onControl, then Executive shall no longer be eligible to receive the sixtieth (60th) dayCIC Separation Package with respect to such Change in Control but shall remain eligible to receive the Without Cause Separation Package or Good Reason Separation Package pursuant to [Section 5(d)(i)] or [Section 5(a)(ii)] or, if in the future Executives employment is terminated by Executive with Good Reason or by Company without Cause (and not due to Executives death or Disability) within twelve (12) months following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be providedoccurrence of a subsequent Change in the terms of the applicable Equity Award grant agreements, andControl, Executive shall again be entitledeligible to a cash severance payment, payable in a lump sum payment onreceive the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):CIC Separation Package.
Termination Without Cause or for Good Reason. If during the Employment Term, Executive's employment with the Company or its successor is terminated within six (6) months prior to the occurrence of a Change in Control or on or before the first anniversary of the date of occurrence of a Change in Control # by the Company without Cause, or its successor other than for Cause or # by Executive for Good Reason, Executive shall be entitled to receivethen, # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payable in a lump sum payment on the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vest as may be provided in the terms of the applicable Equity Award grant agreements,agreements; # the Severance Payment under [Section 0] will be a cash amount equal to thirty-six (36) months of Executive's annual Base Compensation; and # Executive shall be entitled to a cash severance payment,the Accrued Benefits and the COBRA Payment. The Severance Payment and Cobra Payment will be payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):Date.
Termination Without Cause or for Good Reason. If duringUpon termination of the Employment Term, Executive'Executives employment withpursuant to [Section 5(a)(i)] (Death) or # (Disability), in addition to the Company is terminated byaccrued but unpaid compensation and vacation pay through the Company without Cause,date of death or byTotal Disability and any other benefits accrued to him under any Benefit Plans outstanding at such time and the reimbursement of documented, unreimbursed expenses incurred prior to such date, the Executive for Good Reason, Executiveor his estate or beneficiaries, as applicable, shall be entitled to receivethe following severance benefits: # twenty-four (24) months Base Salary at the then current rate, payable in a lump sum payment equal to Executive's accrued and unpaid salary assum, less withholding of applicable taxes, within thirty (30) days of the Termination Date (collectivelydate of termination; # if the "Accrued Benefits") and # a cash amount equivalentExecutive elects continuation coverage for group health coverage pursuant to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections,Rights, then for a period of twelve (12)twenty-four (24) months payable in a lump sumfollowing the Executives termination he will be obligated to pay only the portion of the full COBRA Rights cost of the coverage equal to an active employees share of premiums (if any) for coverage for the respective plan year and, to the extent required by any applicable nondiscrimination rules, the Companys share of such premiums (the Employer-Provided COBRA Premium) shall be treated as taxable income to the Executive; and # payment on a pro-rated basis of any Annual Bonus or other payments earned in connection with any bonus plan to which the sixtieth (60th) day following the Termination Date. It will be Executive's responsibility to timely elect COBRA and to make any and all required payments to maintain coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive's outstanding Equity Awards shall vestExecutive was a participant as may be provided in the terms of the applicable Equity Award grant agreements, and Executivedate of death or Total Disability. This [Section 6(a)] shall be entitlednot terminate or otherwise interfere with any right to a cash severance payment, payable in a lump sum payment on the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):disability payments.
Termination Without Cause or forVoluntary Resignation without Good Reason. If during the Employment Term, Executive'Regardless of whether or not a Change in Control shall have occurred, if Executive’s employment with the Company is terminated by the Company withoutfor Cause, or byif Executive forvoluntarily resigns without Good Reason, the Company’s obligations under this Agreement to Executive shall terminate, other than for payment of Accrued Obligations and the timely payment or provision of Other Benefits. Accrued Obligations shall be entitledpaid to receive # a lump sum payment equal to Executive's accrued and unpaid salary as of the Termination Date (collectively the "Accrued Benefits") and # a cash amount equivalent to the gross amount of Executive's monthly COBRA premiums for health insurance, based on Executive's current elections, for a period of twelve (12) months payableExecutive in a lump sum payment onin cash within thirty (30) days after the sixtieth (60th) day followingDate of Termination. For the period required by COBRA after the Date of Termination Date. It will be Executive's responsibilityfor Cause or for the voluntary resignation by Executive, Executive shall have the right to timely elect COBRA and to make any and all required payments to maintaincontinuation of healthcare coverage under COBRA (the "COBRA Payment"). In addition to the COBRA Payment, Executive'Company’s outstanding Equity Awards shall vest as may begroup plan in accordance with COBRA, provided in the terms of the applicable Equity Award grant agreements, and Executive shall be entitled to a cash severance payment, payable in a lump sum payment onpay the sixtieth (60th) day following the Termination Date, which will be determined as follows (the "Severance Payment"):entire cost of such coverage.
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