Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The compensation committee of the Board of Directors of
The form of Severance Agreement provides that if an Executive's employment is terminated by the Company without Cause (as defined in the Severance Agreement) or the Executive voluntarily resigns for Good Reason (as defined in the Severance Agreement), then, subject to the Executive's continued compliance with the obligations set forth in the Executive's nondisclosure and assignment agreement and the Executive's signing and not revoking a separation agreement and release of claims, the Executive is entitled to: (1) any expense reimbursements, wages and other benefits due to Executive under any Company-provided plans, policies and arrangements (the "Accrued Benefits"); (2) a lump sum payment equal to a Monthly Factor (as defined below) multiplied by Executive's base salary as in effect on the Executive's termination date; and (3) reimbursement for the Executive's COBRA continuation premiums (less required co-pay) for the number of months in the Executive's Monthly Factor.
If an Executive's employment is terminated by the Company without Cause or the Executive voluntarily resigns for Good Reason, in either case during the 15-month period beginning 3 months prior to and ending 12 months following a Change in Control (as defined in the Company's 2019 Equity Incentive Plan (the "2019 Plan")), then, subject to the Executive's signing and not revoking a separation agreement and release of claims, the Executive is entitled to: (1) the Accrued Benefits; (2) a lump sum payment equal to a Change in Control Monthly Factor (as defined below) multiplied by Executive's base salary as in effect on the Executive's termination date; (3) a lump sum payment equal to the Change in Control Monthly Factor multiplied by Executive's base salary as in effect on the Executive's termination date multiplied by the Executive's target bonus percentage in the year of termination; (4) reimbursement for the Executive's COBRA continuation premiums (less required co-pay) for the number of months in the Executive's Change in Control Monthly Factor; and (5) the immediate vesting of all solely time-based unvested equity awards previously granted to the Executive under the Company's long-term equity incentive plans, including the Company's 2009 Equity Incentive Plan and the 2019 Plan.
If an Executive's employment with the Company terminates (1) voluntarily by Executive (other than for Good Reason), (2) for Cause by the Company, or (3) due to Executive's death or disability, the Executive will not be entitled to receive any severance payments or benefits other than Accrued Benefits.
The Monthly Factor and Change in Control Monthly Factor means the number of months for each Executive's respective level set forth below, divided by 12:
Executive Officer Level Monthly Factor Change in Control Monthly Factor Chief Executive Officer 12 months 18 months Executive Vice President(1) 6 months 12 months Senior Vice President(2) 3 months 6 months (1) In addition to executive officers with "Executive Vice President" in their respective titles as set forth in the "Executive Officers" section of our most recent proxy statement, this designation includes our President, Chief Medical Officer, Chief Scientific Officer, Chief Financial Officer, Chief Business Development Officer andChief People Officer. (2) This designation includes all executive officers with "Senior Vice President" in their respective titles as set forth in the "Executive Officers" section of our most recent proxy statement and our Chief Technical Officer, but excluding Mr.Jyoti Palaniappan , Senior Vice President of Diagnostics, immunoSEQ Dx, whose severance arrangement will remain as described in our most recent proxy statement.
The Severance Agreement, when executed by the individual Executive, will supersede any prior severance agreements with the Executive.
The foregoing description of the Severance Agreement is not complete and is
qualified in its entirety by reference to the full text of the Severance
Agreement. A copy of the form of Severance Agreement will be filed as an exhibit
to the Company's Quarterly Report on Form 10-Q for the quarter ended
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