reimbursement for premiums paid for coverage pursuant to COBRA for such executive and his eligible dependents for up to 12 months; and
if Mr. Yahes’ termination date is at least 12 months following the effective date of his employment, accelerated vesting of the then-unvested portion of all his outstanding equity awards as if he had remained employed for 12 months following his termination of employment.
If we terminate Mr. Yahes’ employment with the Company without “cause,” other than due to Mr. Yahes’ death or “disability,” or Mr. Yahes resigns for “good reason” (as defined in his employment agreement), in either case at any time during the 12-month period immediately following a “change in control”, then Mr. Yahes will receive the “accrued benefits” and, subject to his execution of an acceptable release and compliance with the covenants described below, Mr. Yahes will receive severance benefits set forth above, except as follows:
cash payment of severance in an amount equal to twelve months of his then current base salary, in a single lump sum payment;
a lump sum payment equal to 100% of his full target bonus for the fiscal year in effect at the date of termination of employment; and
accelerated vesting of all his outstanding unvested equity awards, unless otherwise set forth in a performance stock unit award agreement.
Mr. Yahes is also subject to the Company’s Confidentiality, Non-Disclosure, Inventions, Non-Solicitation and Non-Competition Agreement, which contains customary confidentiality, non-competition, and non-solicitation of employees or customers provision. Under the agreement, Mr. Yahes cannot compete with the Company for a 12-month period after termination. The non-solicitation covenant also extends for 12 months after termination.
Peter Silvio
Prior to his resignation, Mr. Silvio was employed as our Chief Technology Officer pursuant to an employment agreement, dated November 4, 2019. Mr. Silvio’s employment agreement generally provided for the following key terms:
at-will employment, which commenced effective June 19, 2017;
base salary of $400,000;
an annual cash bonus opportunity, with a target award equal to 50% of his base salary, based on the achievement of individual and company performance-based objectives established by our Compensation Committee;
ability to participate in employee benefit plans generally available to those of our other executive officers; and
reimbursement for necessary and reasonable business expenses.
On May 25, 2022, Mr. Silvio resigned as the Chief Technology Officer, effective May 31, 2022. Mr. Silvio served the Company on a transitional advisory basis until September 3, 2022. Following such date, he received severance benefits pursuant to the terms of a separation agreement and general release of claims, pursuant to which he received the following:
cash severance in an amount equal to $400,000, paid in installments in accordance with the Company’s regular payroll procedures commencing on the 60th day after the date of his separation;
reimbursement for premiums paid for coverage pursuant to COBRA for such executive and his eligible dependents for up to 12 months;
a lump sum payment of a pro rata annual bonus based on actual performance for the year; and
accelerated vesting of all RSUs scheduled to vest within one year of separation date were accelerated and vest and any PSUs subject to 2022 performance criteria vested upon achievement.