Termination Without Cause The Company may terminate Executive’s employment without Cause.
Termination Without Cause by the Company TERMINATION BY EXECUTIVE FOR GOOD REASON OR TERMINATION DUE TO DISABILITY OR DEATH. In the event that Executive's employment is terminated by Company pursuant to Section 3.2.4 hereof or by reason of Executive's Disability pursuant to Section 3.2.2 hereof or by reason of Executive's death pursuant to Section 3.2.1 hereof, or by Executive for Good Reason, (i) all unvested stock options under this Agreement shall remain outstanding but shall be unexercisable for a period of ninety (90) days and shall thereafter at the end of such 90-day period, subject to the last sentence of this Section 3.3.2 terminate, and all vested and unexercised stock options shall be exercisable for a period of ninety (90) days from the Date of Termination, (ii) the Company shall pay to Executive, subject to Executive's continued compliance with the terms of Sections 4 and 5 hereof, the Severance Amount, (iii) the Company shall reimburse Executive for any unpaid expenses pursuant to Section 2.4.1 hereof and (iv) the Company shall pay the premiums for the Executive's Company provided health insurance for twelve (12) months from the Date of Termination For purposes hereof, "SEVERANCE AMOUNT" shall mean the Base Salary in effect for the greater of (a) the remainder of the Initial Term and (b) the first anniversary of the Date of Termination. Any payments made in accordance with this Section 3.3.2 shall be made in accordance with Company's regular payroll practices and shall be subject to Executive's compliance with Sections 4 and 5 of this Agreement. The breach by Executive of any provision of Sections 4 or 5 shall result in a forfeiture of any unpaid portion of the Severance Amount. Notwithstanding this Section 3.3.2, if the first public disclosure of a Change of Control (as defined in Section 3.4.1 hereof) of the Company (or of an agreement to which the Company is a party to effect a Change of Control of the Company) shall occur within ninety (90) days of the date Executive is terminated without Cause, all unvested Opioid Product Options and Milestone Options shall immediately vest and become exercisable. Executive shall then have ninety (90) days from the Date of Termination to exercise all vested stock options; PROVIDED, that the relevant stock option plan remains in effect and such stock options shall not have otherwise expired in accordance with the terms thereof.
Termination Without Cause; Termination for Good Reason Subject to Section 6(b) below, upon termination of the Employee’s employment with the Company by the Company without Cause (as defined in Section 5(f) below) or by the Employee for Good Reason (as defined in Section 5(f) below), other than as a result of death or Disability, the Company shall pay to or provide the Employee the following: (1) any unpaid base salary the Employee has earned through the date of termination, (2) any unpaid annual bonus that the Employee has earned with respect to a year ending prior to such termination, (3) 12 months of the Employee’s then current base salary paid on the Company’s normal payroll dates, (4) the pro-rated portion (based on the number of days in the year completed through the date of termination) of the Employee’s target bonus for the year of termination (paid on the normal date for the payment of the bonus), such amount to be paid only if the Employee has met his pro-rated objective performance targets through the date of termination, (5) an amount equal to the Employee’s target bonus for the year of termination, (6) the costs of COBRA continuation coverage for the Employee and his dependents from the date the Employee’s employment terminates through the earlier of (A) the first anniversary of such termination and (B) the date on which the Employee becomes entitled to health coverage of a similar type from another employer, plus/less (7) any positive/negative accrued vacation days. In addition to the foregoing, upon a termination of the Employee’s employment described in this Section 5(b), any stock options, stock appreciation rights, performance shares, restricted stock, share rights and all other similar types of equity incentives held by the Employee immediately prior to the termination of the Employee’s employment that, but for the termination of the Employee’s employment, would have become vested and, if applicable, exercisable by the first anniversary of the date of his termination of employment, will become immediately vested and, if applicable, exercisable. No amount shall be payable and no benefits shall be provided pursuant to this Section 5(b) until the Employee has executed a release and waiver agreement (substantially in the form attached hereto as Schedule C) releasing and waiving any claims against the Company and in which the Company releases and waives claims against the Employee and if the Employee is serving as a Director of the Company a valid and effective resignation from the Board unless the Employee beneficially owns, directly or indirectly, 5% or more of the Company’s Common Stock.
Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.
Termination Without Cause or Resignation for Good Reason If the Executive’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or the Executive resigns for Good Reason during the Term, then the Executive shall be entitled to the following benefits, subject to compliance, where applicable, with the requirements in Section 4.4 below regarding release of claims, the Company shall:
(a) pay to the Executive in a lump sum (i) any unpaid base salary of the Executive, (ii) any accrued but unused and unpaid vacation pay of the Executive, (iii) any earned and unpaid bonuses of the Executive, and (iv) the amount of any unpaid compensation previously deferred by the Executive (together with any accrued interest or earnings thereon) (provided that this clause (iv) shall not cause accelerated payment of amounts subject to Section 409A (as defined below) if not provided for under the terms by which such amounts were or are deferred), in each case of clauses (i) through (iv) through the Date of Termination (collectively, the “Accrued Obligations”);
(b) continue to provide to the Executive in accordance with the Company’s ordinary payroll practices, the Executive’s base salary for a period of time after the Date of Termination equal to 12 months (the “Severance Period”), with payments beginning as provided in 4.4 below;
(c) if and while the Executive and his or her family qualifies for and elects to participate in continuation health coverage under Section 4980B of the Code (“COBRA”), the Company will continue to pay the share of the premium for such coverage that it pays for active and similarly-situated employees who receive the same type of coverage until the earlier of (i) the end of the Severance Period or (ii) the date the Executive’s COBRA continuation coverage expires, unless the Company’s providing payments for COBRA will violate the nondiscrimination requirements of applicable law, in which case this benefit will not apply; and
(d) to the extent not previously paid or provided, the Company shall timely pay or provide to the Executive any other amounts or benefits required to be paid or provided or which the Executive is eligible to receive following the Executive’s termination of employment under any plan, program, policy, practice, contract or agreement of the Company (collectively, the “Other Benefits”).