Under the Severance Plan, an executive officer would be eligible to receive the following payments and benefits upon termination by the Company without Cause:
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one year of base salary, payable in a lump sum cash payment;
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such executive officer’s annual bonus for the year in which the termination occurs, on a pro-rated basis (monthly), determined based on target performance, payable in a lump sum cash payment; and
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one year of the employer portion of the monthly COBRA premium.
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Further, if the annual bonus for the year prior to the year in which the termination occurs has been earned but not paid, the Company shall pay the earned bonus at same time it makes this payment to active employees. The right to receive payments and benefits under the Severance Plan also is subject to the executive officer’s delivery and, as applicable, non-revocation of a separation agreement that contains a release of claims against the Company and other third parties.
A copy of the Severance Plan is attached hereto as Exhibit 10.4 and is incorporated herein by reference. The above description of the material terms of the Severance Plan is qualified in its entirety by reference to such exhibit.
Amendments to Executive Officer Agreements and Offer Letters
On March 12, 2021, the Company entered into amendments to the employment agreements or offer letters of the Company’s executive officers, including the Company’s named executive officers, who did not previously have severance benefits or enhanced severance benefits upon termination following a change in control (i.e., a double trigger), in order to provide such benefits (collectively, the “Amendments”). These Amendments include (i) a Second Amendment to Offer Letter Agreement with Matteo Anversa, the Company’s Executive Vice President of Finance, Chief Financial Officer and Treasurer (the “Anversa Amendment”), (ii) a Second Amendment to Executive Relocation and Employment Agreement with Paul Giberson, the Company’s Senior Vice President, Global Sales (the “Giberson Amendment”), (iii) a First Amendment to Executive Offer Letter with Yijing Brentano, the Company’s Senior Vice President, Investor Relations and Global Financial Planning and Analysis (the “Brentano Amendment”), and (iv) a First Amendment to Executive Offer Letter with Barb Runyon, the Company’s Senior Vice President and Chief Human Resources Officer (the “Runyon Amendment”). The Company did not amend its terms of employment with Phillip Eyler, its President and Chief Executive Officer, since Mr. Eyler’s existing employment terms include severance benefits and enhanced severance benefits upon termination following a change in control (i.e., a double trigger).
Each of the Brentano and Runyon Amendments provide that, upon the Company’s termination without Cause (as defined in the Severance Plan) or upon a termination by such person for Good Reason (each as defined in such Amendments), the Company will provide the payments and benefits in accordance with the terms and requirements of the Severance Plan. Each of the Brentano and Runyon Amendments further provide that, upon the termination by the Company or its successor without Cause or by such person for Good Reason at any time from the signing of an agreement to engage in a Change in Control (as defined therein) until twelve months after the occurrence of a Change in Control relating to such agreement (the “Change in Control Period”), the Company or its successor will provide enhanced payments and benefits as follows (the “Enhanced Double Trigger Benefits”):
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two years of base salary, payable in a lump sum cash payment;
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two times such person’s annual bonus at target for the year in which the termination occurs, payable in a lump sum cash payment; and
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eighteen months of the employer portion of the monthly COBRA premium.
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The existing employment terms with Messrs. Anversa and Giberson include severance benefits but not enhanced severance benefits upon termination following a Change in Control. Accordingly, the Anversa and Giberson
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