Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below). 5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits: 5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination. 5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums. 5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder. 5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits: 5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section. 5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums. 5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder. 5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 3 contracts
Sources: Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.), Employment Agreement (Olo Inc.)
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. The Executive may initiate a termination of employment by resigning for Good Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). Further, if the Executive may resign at any time for Good Reason executes and does not revoke a written Release (as defined below).
5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is DB1/ 133882104.3 required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below).
5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall will pay on the Executive’s behalf the COBRA premiums to continue for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsPayments”) through ). The Company will pay the COBRA DB1/ 144657598.4 Payments for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Payments.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits:
5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination.
5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus prorated Commission for the calendar year in which Executive’s termination of employment occursis terminated. This Commission will be calculated based on Executive’s Commission targets, prorated for the period from the beginning of the calendar year up to the termination dateprorated, and less any Commission amounts previously paid to Executive for that year. Such prorated Commission shall be payable on the same date the first installment of the Severance is payable hereunderthat a Commission payment would have been made had Executive remained employed.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided that such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the CodeCode (as defined below), and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus prorated Commission for the calendar year in which the Executive’s termination of employment occursis terminated. This Commission will be calculated based on Executive’s Commission targets, prorated for the period from the beginning of the calendar year up to the termination dateprorated, and less any Commission amounts previously paid to Executive for that year. Such prorated Commission shall be payable on the same date the first installment of the CIC Severance is payable hereunderthat a Commission payment would have been made had Executive remained employed.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award. Provided, however, this Section 5.2.3.4 will only apply if the closing of a Change in Control (as defined in the 2021 Plan) occurs 365 days after the Effective Date.
Appears in 1 contract
Sources: Employment Agreement (Olo Inc.)
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits:
5.2.2.1. Severance in an amount equal to nine (9) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination.
5.2.2.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9Subject to the further provisions of this Section 5(d) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonand Section 6, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA if during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive Term and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in ControlCompany terminates Executive’s employment without Cause or Executive resigns for Good Reason, the remainder of Company will pay Executive on the CIC Severance shall be payable 60th day following the Termination Date, in addition to the Accrued Obligations, a lump-sum cash payment equal to the following (the “Severance Amount”): ◦ One times the amount of Executive’s then-current annual rate of Base Salary (based on the rate in effect immediately prior to the Termination Date); and ◦ The cost of 12 months of COBRA coverage for Executive and his dependents (based on the COBRA rates in effect on the Termination Date). In addition, by no later than March 15th of the year following the year in which the Termination Date occurs, Executive shall receive a pro rata portion of the Annual Bonus (the “Pro Rata Bonus”) for the year of ▇▇▇▇ ▇. ▇▇▇▇▇▇ Executive Chairman Agreement termination calculated on the basis of the Company’s actual performance for such year and prorated based on the numbers of days elapsed in such year through the Termination Date.
(ii) Subject to the further provisions of this Section 5(d) and Section 6, in the event of Executive’s termination by the Company without Cause or in the event of Executive’s resignation for Good Reason, the portion of then outstanding Options that would have vested had Executive remained continuously employed by the Company through the end of the one-year period following the Termination Date, shall fully vest immediately as of the Termination Date (the “Additional Equity Vesting”). Any then vested Options (including Options that vested in accordance with this sectionparagraph) held by Executive shall remain exercisable for a period of one year following the Termination Date (but not beyond the original term of the Options) (“Extended Exercisability”).
5.2.3.2(iii) The Company’s obligation to pay Executive the Severance Amount and the Pro Rata Bonus and to provide the Additional Equity Vesting and the Extended Exercisability are each expressly conditioned upon Executive’s execution and timely delivery to the Company of a valid and irrevocable release agreement in substantially the form of attached Schedule A by no later than 45 days following the Termination Date.
(iv) As used in this Section 5(d), “Good Reason” means any of the following acts or omissions by the Company occurring without Executive’s prior written consent: (A) any action by the Board which results in Executive ceasing to be the senior-most executive officer of the Company or any other material adverse change in Executive’s title, duties or reporting responsibilities; (B) the assignment to Executive of duties materially inconsistent with Executive’s position as the senior-most executive officer of the Company or the failure of the Company to nominate Executive to the Board; (C) a reduction in Executive’s rate of Base Salary or target Annual Bonus opportunity or the failure by the Company (other than by reason of bankruptcy, insolvency or receivership) to pay Executive’s Base Salary or any earned Annual Bonus or, subject to Section 4(e), to make the Option grant contemplated by this Agreement; (D) the requirement by the Board that Executive move his principal place of employment more than 50 miles from the location of his principal place of employment on the Effective Date; or (E) any material breach by the Company of this Agreement. Provided Executive timely elects continued coverage under COBRANotwithstanding the above, an act or omission by the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through not constitute an event of Good Reason unless Executive gives the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months Company written notice within 60 days following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; first knows, or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reasonreasonably should have known, including plan termination. In of the event Executive becomes covered under another employer’s group health plan or otherwise cease constituting Good Reason of his intention to be eligible resign for COBRA during Good Reason if such Good Reason event is not cured by the COBRA Premium PeriodCompany, Executive must immediately notify and the Company of does not cure such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law event (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay retroactively with respect to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up any monetary matter) to the termination date, and payable on reasonable satisfaction of Executive within 30 days following the date the first installment of the CIC Severance is payable hereunderCompany receives such written notice from Executive.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Sources: Executive Chairman Agreement (Universal Insurance Holdings, Inc.)
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause upon 30 days’ advance written notice. The Executive may initiate a termination of employment by resigning for Good Reason as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason before or after the Change of Control Protection Period (as defined below). Further, if the Executive may resign at any time for Good Reason executes and does not revoke a written Release (as defined below).
5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of one times the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)annual Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below).
5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the DB1/ 121165499.4 period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. The Executive may initiate a termination of employment by resigning for Good Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below). Further, if the Executive may resign at any time for Good Reason executes and does not revoke a written Release (as defined below).
5.2.2. In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is EU1/ 501788559.2 required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, the Executive resigns for Good Reason, or if the Executive’s employment is terminated without Cause or Executive resigns for Good Reason, as of, immediately prior to or any time within twelve months following the closing of a Corporate Transaction then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with the terms of this AgreementAgreement and satisfies the requirements set forth in Section 4, the Company then Executive shall provide Executive with receive the following severance benefits:
5.2.2.1. (a) All unpaid salary and unpaid vacation accrued through the separation date.
(b) Bonus and other compensation payable hereunder and earned through the effective date of termination or resignation, if any.
(c) Any payments/benefits to which the Executive is entitled under the express terms of any applicable Company employee benefit plan.
(d) Any unreimbursed valid business expenses for which the Executive has submitted properly documented reimbursement requests.
(e) Severance (the “Severance”) in an amount equal to nine the sum of the following:
(91) months Fifty-two weeks of Base Salary as in effect immediately prior to the separation date; and
(2) An amount equal to the product of (A) fifty-two, multiplied by (B) Executive’s base salary Base Salary as in effect as of immediately prior to the separation date of divided by fifty-two, multiplied by (C) Executive’s employment termination, annual bonus percentage target as in effect immediately prior to the separation date. The Severance shall be subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid withholdings, and payable in equal installments a lump-sum on the Company’s regular payroll schedule over the nine-month period 60th day following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationSeparation from Service.
5.2.2.2. Provided (f) If Executive timely elects continued coverage under COBRACOBRA for himself and his covered dependents under the Company’s group health plans following such termination, then the Company shall pay Executive’s the COBRA premiums necessary to continue ExecutiveEmployee’s and his covered dependents’ health insurance coverage (including coverage in effect for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending himself on the earliest termination date for twelve months, with such payments to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) cease in the date event Executive becomes eligible for group health insurance coverage through a in connection with new employer; employment or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if at any time the Company determines, determines that its payment of COBRA premiums on Executive’s behalf would result in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk violation of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums pursuant to this Section, the Company instead shall pay to Executive, Executive on the first last day of each calendar monthremaining month of the payment period, a fully taxable cash payment equal to the applicable COBRA premiums premium for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage)month, subject to applicable tax withholdings (such amountwithholding, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost to be made without regard to Executive’s payment of COBRA premiums.
5.2.2.3. (g) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination vesting of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal to twelve (12) months all of Executive’s base salary equity interests in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment be accelerated such that all equity interests shall be deemed vested and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective exercisable as of Executive’s termination date or, if later, the date last day of such Change in Control, the vesting and exercisability employment.
(h) The exercise period for all of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award interests in the Company shall, to the extent permitted under the Second Amended and Restated 2014 Equity Incentive Plan or other applicable plan document, be extended so that such period terminates upon the later of either (1) three years following the Executive’s last day of employment, or (2) the exercise period set forth under the Second Amended and Restated 2014 Equity Incentive Plan, other applicable plan document or applicable option agreement governing such awardor restricted stock agreement. This paragraph (h) shall operate as an amendment of any applicable option or option agreement.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, Cause or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits:
5.2.2.1. (a) Severance in an amount equal to nine (9) 9 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-9 month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination.
5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) 9 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. (a) Severance in an amount equal to twelve (12) 12 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall begin to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) 12 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. (c) The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. (d) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Sources: Employment Agreement (Olo Inc.)
Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, Cause or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits:
5.2.2.1. (a) Severance in an amount equal to nine (9) 9 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-9 month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination.
5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) 9 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. (c) The Company will pay Executive a Target Annual Bonus for the calendar year Commission in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up an amount equal to the termination dateaverage sales commissions and/or bonuses earned monthly during the 12 months prior to the Termination Date (total sales commissions and/or bonuses earned during the trailing 12-month period, divided by 12), multiplied by six (6), and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. (a) Severance in an amount equal to twelve (12) 12 months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall begin to be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) 12 months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. (c) The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year Commission in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up an amount equal to the termination dateaverage sales commissions and/or bonuses earned monthly during the 12 months prior to the Termination Date (total sales commissions and/or bonuses earned during the trailing 12-month period, divided by 12), multiplied by six (6), and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. (d) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Sources: Employment Agreement (Olo Inc.)
Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, and provided that Executive remains in compliance with the terms of this Agreement, the Company shall provide Executive with the following severance benefits:
5.2.2.1. (a) Severance in an amount equal to nine twelve (912) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid in equal installments on the Company’s regular payroll schedule over the nine-twelve (12) month period following Executive’s termination of employment, commencing within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of termination.
5.2.2.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine twelve (912) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's ’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a (c) A portion of Executive’s Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. (iii) If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 2015 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 5.2(ii), above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. (a) Severance in an amount equal to twelve eighteen (1218) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) 60 days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 5.2(ii)(a), above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. (b) Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve eighteen (1218) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. The Company will pay Executive a (c) A portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated pro-rated for the period from the beginning of the calendar year up to the termination dateTermination Date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. (d) Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) that are subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Sources: Employment Agreement (Olo Inc.)
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice. FurtherIf the Company terminates the Executive’s employment without Cause during the Part-Time Period, after the effective date of such termination, no payments shall be due under this Agreement, except that the Executive may resign at shall be entitled to any time for Good Reason Accrued Obligations (as defined below).
5.2.2. In The Executive may initiate a termination of employment by resigning for Good Reason following the event Executive’s employment with the Company is terminated Part-Time Period, as described below. Upon termination by the Company without Cause, Cause or resignation by the Executive resigns for Good Reason, in each case, following the Part-Time Period, whether before or after the Change of Control Protection Period (as defined below), if the Executive executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of 0.75 times the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)annual Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the nine-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below).
5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall will pay on the Executive’s behalf the COBRA premiums to continue for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsPayments”) through ). The Company will pay the COBRA Payments for the period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance DB1/ 144654048.4 Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Payments.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. (i) The Company may terminate Executive’s employment with the Company at any time without Cause (as defined below). Further, Executive may resign at any time for Good Reason (as defined below).
5.2.2. (ii) In the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that Executive remains in compliance with all contractual obligations to the terms of this AgreementCompany, then the Company shall provide Executive with the following severance benefits, subject to the terms and conditions set forth in Section 4:
5.2.2.1. Severance (a) The Company shall pay Executive severance in an amount equal to nine (9) months the form of continuation of Executive’s base salary in effect as of Base Salary for (#) months after the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Separation from Service. The Severance These salary continuation payments will be paid in equal installments on the Company’s regular payroll schedule schedule, subject to standard deductions and withholdings, over the nine-(#) month period following Executive’s termination of employment, commencing within sixty (60) days following Executive’s termination of employmentSeparation from Service; provided, however, that if no payments will be made prior to the 60-60th day period begins in one calendar year and ends following Executive’s Separation from Service. On the 60th day following Executive’s Separation from Service, the Company will pay Executive in a second calendar year, lump sum the Severance shall begin salary continuation payments that Executive would have received on or prior to be such date under the original schedule with the balance of the cash severance being paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationas originally scheduled.
5.2.2.2. (b) Provided that Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on the Executive’s termination of employment Separation from Service and ending on the earliest to occur of: (i) nine [number] (9#) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period Separation from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employmentService; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act)law, the Company instead shall pay to Executive, on the Special Cash Payment for first day of each calendar month remaining in the remainder of the CIC COBRA Premium Period. , a fully taxable cash payment equal to the applicable COBRA premiums for that month, subject to applicable tax withholdings, which Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. (c) The Company will pay Executive a portion vesting of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning Options shall be accelerated such that % of the calendar year up shares subject to the termination date, Options shall be deemed immediately vested and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective exercisable as of Executive’s last day of employment; provided, however, that if Executive’s termination date or, if later, without Cause or resignation for Good Reason occurs within (#) months following the effective date of such a Change in ControlControl (as defined below), then the Company will accelerate the vesting and exercisability of all outstanding equity awards held by Executive immediately prior the Options such that 100% of the shares subject to the termination date (if any) subject to time-based vesting requirements, shall Options will vest and be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardimmediately exercisable.
Appears in 1 contract
Sources: Executive Employment Agreement (Everspin Technologies Inc)
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)) upon 30 days’ advance written notice, subject to the Company’s right to suspend or relieve the Executive of all duties, or to pay in lieu with respect to all or any portion of such notice period. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason Reason, as described below. Upon termination by the Company without Cause or resignation by the Executive for Good Reason, whether before or after the Change of Control Protection Period (as defined below).
5.2.2. In , if the event Executive’s employment with the Company is terminated by the Company without Cause, or Executive resigns for Good Reason, executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in (a) The Company will pay the Executive an amount equal to nine (9) months of the Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”)Base Salary. The Severance will Payment shall be paid in equal installments on the Company’s regular payroll schedule made over the nine12-month period following Executivethe termination date in installments in accordance with the Company’s termination of employment, commencing normal payroll practices. Payment will begin within sixty (60) 60 days following Executive’s the termination date, and any installments not paid between the termination date and the date of employment; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to first payment will be paid in with the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Executive’s date of terminationfirst payment.
5.2.2.2. (b) Provided that the Executive is eligible for and timely elects continued continuation coverage under COBRA, the Company shall pay will reimburse the Executive on a monthly basis for the COBRA premiums the Executive pays for continued health care coverage under the Company’s group health plans for the Executive and the Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) dependents (“COBRA PremiumsReimbursement”) through ). The Company will pay the Executive the COBRA Reimbursements for the DB1/ 121165490.2 period (from the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on date until the earliest to occur of: of (i) nine (9) months the end of the 12-month period following the Executive’s termination of employmentdate; (ii) the date the Executive becomes eligible for group health insurance coverage through a new subsequent employer; or (iii) the date the Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease ceasing to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to the applicable COBRA premiums for that month (including premiums for Executive and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder each of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits events described in (ii) or (iii) in this Section 5.2.2 above, the Company (or its successor6(b) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal be referred to twelve (12) months of Executive’s base salary in effect herein as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the a “CIC SeveranceDisqualifying Event”). The CIC Severance Executive is required to notify the Company within five days of becoming aware that a Disqualifying Event has occurred or will be paid in a single lump sum within sixty (60) days following Executive’s termination of employment; provided, however, that if the 60-day occur. The COBRA health care continuation coverage period begins in one calendar year and ends in a second calendar year, the CIC Severance shall be paid in the second calendar year by the last day of such 60-day period. Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder under section 4980B of the CIC Severance Internal Revenue Code of 1986, as amended (the “Code”), shall be payable in a lump-sum in accordance run concurrently with this sectionthe period during which the Company pays the COBRA Reimbursements.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the (c) The Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependentsany other amounts earned, if applicable) accrued, and owing but not yet paid under Section 2 above and any benefits accrued and due under any applicable benefit plans and programs of the Company (“CIC COBRA PremiumsAccrued Obligations”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), regardless of whether the Company instead shall pay to Executive, Executive executes or revokes the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiumsRelease.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the CIC Severance is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior to the termination date (if any) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such award.
Appears in 1 contract
Termination Without Cause; Resignation for Good Reason. 5.2.1. The Company may terminate the Executive’s employment with the Company at any time without Cause (as defined below)Cause. Further, The Executive may resign at any time initiate a termination of employment by resigning for Good Reason (as defined described below).
5.2.2. In the event Executive’s employment with the Company is terminated Upon termination by the Company without Cause, or resignation by the Executive resigns for Good Reason, which in either case occurs at any time other than upon or within one (1) year following a Change of Control, if the Executive executes and provided that Executive remains in compliance with the terms of this Agreementdoes not revoke a written Release (as defined below), the Company Executive shall provide Executive with be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following severance benefitsfollowing:
5.2.2.1. Severance in an amount (a) a cash payment equal to nine one (91) months of times the Executive’s base salary annual Base Salary as in effect as on the termination date (or, in the case of a resignation for Good Reason due to a reduction in Base Salary, at the date of rate in effect immediately prior to such reduction), payable in installments over the twelve (12) month period following the Executive’s employment termination, subject to standard payroll deductions and withholdings (the “Severance”). The Severance will be paid termination date in equal installments on accordance with the Company’s regular normal payroll schedule over the nine-month period following Executive’s termination of employment, commencing practices (but no less frequently than monthly). Payment will begin within sixty (60) days after the Executive’s termination date, and any installments not paid between the termination date and the date of the first payment will be paid with the first payment;
(b) reimbursement in cash equal to 100% of the monthly COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Company’s health plans during the twelve (12) month period following the Executive’s termination of employment; provided, however, that if . Such reimbursement shall be provided on the 60-day period begins in one calendar year and ends in a second calendar year, the Severance shall begin to be paid in the second calendar year by the last day of such 60-day period, and such initial payment shall include a catch-up payment to cover amounts retroactive to the day payroll date immediately following the Executive’s date of termination.
5.2.2.2. Provided on which the Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“COBRA Premiums”) through the period (the “COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) nine (9) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer's group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot pay the COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, on the first day of each calendar month, a fully taxable cash payment equal to remits the applicable COBRA premiums for that month (including premiums for Executive premium payment and Executive’s eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “Special Cash Payment”), for the remainder of the COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of COBRA premiums.
5.2.2.3. The Company will pay Executive a Target Annual Bonus for the calendar year in which Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on the date the first installment of the Severance is payable hereunder.
5.2.3. If the Company terminates Executive’s employment with the Company without Cause, or Executive resigns for Good Reason, in either case within three (3) months prior to or eighteen (18) months following the closing of a Change in Control (as defined in the 2021 Equity Incentive Plan), provided such transaction constitutes a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the Company’s assets within the meaning of Section 409A of the Code, and provided that Executive remains in compliance with the terms of this Agreement, then in lieu of the payments and benefits described in Section 5.2.2 above, the Company (or its successor) shall provide Executive with the following severance payments and benefits:
5.2.3.1. Severance in an amount equal to twelve (12) months of Executive’s base salary in effect as of the date of Executive’s employment termination, subject to standard payroll deductions and withholdings (the “CIC Severance”). The CIC Severance will be paid in a single lump sum commence within sixty (60) days following after the Executive’s termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive’s termination date and ending on the date of employmentthe first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law; provided, however, that if and
(c) any accrued but unpaid Base Salary and any benefits accrued and due under any applicable benefit plans and programs of the 60-day period begins in one calendar year and ends in a second calendar yearCompany (together, the CIC Severance “Accrued Obligations”), and any accrued but unpaid annual bonus awarded and payable pursuant to Section 2(b) for the fiscal year preceding termination (the “Accrued Annual Bonus”), with such Accrued Obligations and Accrued Annual Bonus paid regardless of whether the Executive executes or revokes the Release. Any accrued but unpaid Base Salary shall be paid by not later than the next regular pay date following the date of termination, any benefits accrued and due under any applicable benefits plans and programs of the Company shall be paid in accordance with the second calendar year by terms of the last day of such 60-day period. Notwithstanding applicable benefit plan or program, and the foregoing, if such termination occurs prior to a Change in Control, the CIC Severance Accrued Annual Bonus shall commence to be paid in installments in accordance with Section 5.2.2.1 above, and upon the occurrence of such Change in Control, the remainder of the CIC Severance shall be payable in a lump-sum in accordance with this section.
5.2.3.2. Provided Executive timely elects continued coverage under COBRA, the Company shall pay Executive’s COBRA premiums to continue Executive’s coverage (including coverage for eligible dependents, if applicable) (“CIC COBRA Premiums”) through the period (the “CIC COBRA Premium Period”) starting on Executive’s termination of employment and ending on the earliest to occur of: (i) twelve (12) months following Executive’s termination of employment; (ii) the date Executive becomes eligible for group health insurance coverage through a new employer; or (iii) the date Executive ceases to be eligible for COBRA continuation coverage for any reason, including plan termination. In the event Executive becomes covered under another employer’s group health plan or otherwise cease to be eligible for COBRA during the COBRA Premium Period, Executive must immediately notify the Company of such event. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it canby not pay the CIC COBRA Premiums without a substantial risk of violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead shall pay to Executive, the Special Cash Payment for the remainder of the CIC COBRA Premium Period. Executive may, but is not obligated to, use such Special Cash Payments toward the cost of CIC COBRA premiums.
5.2.3.3. The Company will pay Executive a portion of Executive’s Target Annual Bonus for the calendar year in which the Executive’s termination of employment occurs, prorated for the period from the beginning of the calendar year up to the termination date, and payable on later than the date the first installment of the CIC Severance Annual Bonus is payable hereunder.
5.2.3.4. Effective as of Executive’s termination date or, if later, the date of such Change in Control, the vesting and exercisability of all outstanding equity awards held by Executive immediately prior pursuant to the termination date (if anyterms of Section 2(b) subject to time-based vesting requirements, shall be accelerated in full and the vesting and exercisability of all outstanding equity awards subject to performance-based vesting will be treated as set forth in Executive’s equity award agreement governing such awardabove.
Appears in 1 contract
Sources: Employment Agreement (Biospecifics Technologies Corp)