EXHIBIT 10.43
CERUS CORPORATION
FORM OF SEVERANCE BENEFITS
AGREEMENT
Effective on June 1, 2009 (the
“ Effective Date ”),
[ ]
(“ Employee ”) and Cerus Corporation (“
Cerus ” or the “ Company ”) hereby
enter into the following Severance Benefits Agreement (the “
Agreement ”) which contains the terms and conditions
for Employee’s receipt of severance benefits in the event of
a termination of employment without Cause (as defined below) by the
Company (excluding termination of employment due to
Employee’s death or disability) at any time on or within six
(6) months after the Effective Date.
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1.
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Employee shall
be entitled to receive the Severance Benefits (as defined below),
as his or her sole severance benefits, if:
(a) Employee’s employment is terminated by Cerus for any
reason other than for “Cause,” as defined below
(excluding termination of employment due to Employee’s death
or disability), on or within six (6) months after the
Effective Date; (b) Employee’s termination constitutes a
“separation from service” (as defined under Treasury
Regulation Section 1.409A-1(h)); (c) Employee signs,
dates and returns a general release of all known and unknown claims
in the form as the Company may require (the “ Release
”) within the time period set forth in the Release, but in no
event later than forty-five (45) days after Employee’s
termination, and Employee permits the Release to become effective
in accordance with its terms; and (d) Employee timely returns,
to the satisfaction of Cerus, all Company documents (and all copies
thereof) and other property of the Company in Employee’s
possession or control (including, but not limited to, any
electronically recorded information) without retaining any
reproductions.
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2.
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For purposes of
this Agreement, the “ Severance Benefits ” are
defined as follows:
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(a) Cerus will
provide severance pay to Employee in the total amount equivalent to
three (3) months of Employee’s final base salary (the
“ Severance ”). The Severance will be subject to
required payroll deductions and withholdings, and will be paid in a
lump sum on the sixtieth (60 th ) day following
Employee’s termination date; and
(b) To the extent provided by the
federal COBRA law or, if applicable, state insurance laws
(collectively, “ COBRA ”), and by the
Company’s current group health insurance policies, Employee
will be eligible to continue his or her group health insurance
benefits at Employee’s own expense after the termination of
employment. If Employee timely elects continued group health
insurance coverage through COBRA, Cerus will pay the COBRA premiums
necessary to maintain Employee’s level of health insurance
coverage in effect as of the termination date (including the cost
of dependent coverage, if applicable) for the earliest of:
(i) three (3) months following the termination date (the
“ COBRA Payment Period ”); (ii) the date
that Employee becomes eligible for group health insurance benefits
through a new employer; or (iii) the date that Employee ceases
to be eligible for COBRA coverage. Thereafter, Employee will be
solely responsible for all COBRA premiums and other health
insurance costs. As part of this Agreement, Employee must promptly
notify the Company, in writing, if he or she becomes eligible for
group health insurance benefits through a new employer prior to the
end of the COBRA Payment Period.
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3.
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For purposes of
this Agreement, “ Cause ” shall mean the
Company’s termination of Employee’s employment for any
of the following reasons: (a) Employee is convicted (including
a no contest or guilty plea) of any felony, or of any crime
involving moral turpitude or involving the workplace (even if not a
felony); (b) Employee participates in, or attempts to engage
in, any fraud or act of dishonesty against the Company;
(c) Employee willfully breaches his or her duties to the
Company, including insubordination, misconduct, violation of
Company policy, excessive absenteeism, or unsatisfactory
performance of job duties; (d) Employee intentionally damages
or misappropriates any property of the Company; (e) Employee
materially breaches any written agreement with the Company
(including, but not limited to, Employee’s Proprietary
Information and Inventions Agreement); or (f) Employee engages
in conduct that demonstrates unfitness to serve as determined
within the sole discretion of Cerus. `
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4.
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It is intended
that each installment of the Severance Benefits is a separate
“payme
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