CHANGE IN CONTROL AGREEMENTChange of Control Agreement |
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David J. Poston | Targeted Genetics Corporation. RealDealDocs™ contains millions of easily searchable legal documents and clauses from top law firms. Search for free - click here. |
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Exhibit 10.1
CHANGE IN CONTROL AGREEMENT
This AGREEMENT is entered into by and between Targeted Genetics Corporation (“Company”), and David J. Poston (“Executive”), to be effective on the date executed by both parties below.
WHEREAS, Company employs Executive as its Vice President Finance and Chief Financial Officer; and
WHEREAS, Company wishes to provide for certain benefits for Executive in the event of a Change in Control of Company resulting in the termination of Executive’s employment; and
NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows:
1. Prior Agreement. This Agreement revokes and supersedes the Employee Change In Control Agreement between Executive and Company dated August 9, 1999 which shall be of no further force and effect.
2. Term of Agreement and Termination. This Agreement shall be in force and effect only from its effective date until the expiration of twelve months after the occurrence of any Change in Control as defined in section 5(A), unless sooner terminated as provided herein. The Agreement may be terminated prior to a Change in Control by either party giving thirty (30) days’ prior written notice to the other party, provided that such notice shall have no force or effect in the event of the occurrence of a Change in Control prior to the effective date of such notice. The Agreement will automatically terminate upon the death of the Executive.
3. Continued Benefits. Executive shall be entitled to the following payments and benefits following a Change in Control, whether or not a Termination occurs:
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A. |
Executive shall (i) receive an annual base salary no less than the Executive’s annual base salary in effect immediately prior to the date that the Change in Control occurs, and a bonus equal to at least the aggregate amount of the bonus, if any paid to Executive in the year prior to the Change in Control, and (ii) be entitled to participate in all employee expense reimbursement, incentive, savings and retirement plans, practices, policies and programs (including any Company plan qualified under Section 401(k) of the Code) available to other peer employees of the Company, but in no event shall the benefits provided to Executive under this item (ii) be less favorable, in the aggregate, than the most favorable of those plans, practices, policies or programs in effect immediately prior to the date that the Change in Control occurs. |
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B. |
Executive’s life, disability, medical, dental and vision benefits, plans or programs for him/herself and his/her dependents shall continue to be at the Company's expense (except for the amount, if any, of any required employee contribution which would have been necessary for Executive to contribute as an active employee under the plan or program as in effect on the date of the Change in Control) to cover Executive (and his or her dependents) under, or provide Executive (and his or her dependents) with coverage under any such plans or programs, no less favorable than, Executive’s life, disability, medical, dental and vision benefits, plans or programs, as in effect on the date immediately prior of the Change in Control. |
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C. |
If, prior to Termination, Executive’s employment shall be terminated by the Company for Cause or upon expiration of this Agreement or by Executive other than for Good Reason, Executive shall be entitled to receive (i) his or her salary at the rate then in effect through the date of such termination, as provided under the Company's pay policy, and (ii) any accrued benefits for the periods of service prior to the date of such termination. All payments under this Section 3 are subject to applicable federal and state payroll withholding or other applicable taxes. |
4. Severance Benefits. If Executive’s employment with Company should be involuntarily terminated other than For Cause, or if Executive should resign for Good Reason within twelve (12) months of a Change in Control, Company will pay to Executive the following severance benefits, on the condition that Executive signs and does not revoke a general release of claims satisfactory to the Company that releases Company and its agents from all of Executive’s actual or potential claims against Company.
A. Executive shall be paid severance in a lump sum in the amount of (i) 1.25 times his/her annual salary in effect at the time of the Change in Control or on the date employment terminates, whichever is higher, plus (ii) a percentage of Executive's annual base salary specified in subparagraph (i) above, which percentage is equal to the percentage bonus paid to Executive for the fiscal year ended immediately prior to the Change in Control; provided, however, that if Termination occurs prior to the determination of such percentage for a fiscal year that has ended or if Executive has not received a percentage bonus in the previous year, such percentage shall be ten percent (10%). All payments under this Section 4(A) (the "Termination Payments") shall be less lawfully required withholding and, subject to Section 4(C), will be paid within ten (10) business days following the date of Termination or the date of execution of the Release of Claims, whichever is later
