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S-1/A
Parabilis Medicines, Inc. · May 27, 4:55 PM ET
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Parabilis Medicines, Inc. S-1/A
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6
The amounts payable under Section 6(a) shall be paid out in a substantially equal installments in accordance with the Company’s payroll practice over 12 months for the Tier 1 Executive, 9 months for each Tier 2 Executive and 6 months for each Tier 3, commencing within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified deferred compensation” within the meaning of Section 409A of the Code, shall begin to be paid in the second calendar year no later than the last day of such 60-day period; provided further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination.
The amounts payable under Section 7(b) shall be paid out in a lump sum within sixty (60) days after the Date of Termination (or Change in Control, as applicable) and the amounts payable under Section 7(c), as applicable, shall be paid out in a substantially equal installments in accordance with the Company’s payroll practice over 18 months for the Tier 1 Executive, 12 months for each Tier 2 Executive and 9 months for each Tier 3 Executive, commencing within sixty (60) days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payments, to the extent they qualify as “non-qualified
deferred compensation” within the meaning of Section 409A of the Code, shall be paid or begin to be paid, as applicable, in the second calendar year no later than the last day of the 60-day period; provided further, that if applicable, the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof.
As a condition to participating in the Plan, each Covered Executive shall continue to comply with the terms and conditions contained in the Restrictive Covenants Agreements (or similar agreements entered into between the Covered Executive and the Company) and such other agreement(s) as designated in the applicable Participation Agreement. If a Covered Executive has not entered into the Restrictive Covenants Agreements (or similar agreements with the Company), he or she shall enter into such agreements prior to participating in the Plan.
Exhibit A
Exhibit B
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