Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(b)
The Company's press release dated
(e)
On
The Plan was adopted to provide severance benefits to current and future participants in the event of certain qualifying termination of employment scenarios, except as otherwise provided under employment or service agreements between the Company and any such participants.
Under the Plan, in the event of the termination of a participant's employment by the Company or an affiliate without Cause, the participant will generally be eligible for the following payments and benefits:
· A cash amount equal to:
o 18 months of the participant's base salary as of the termination date; plus
o 1.5 times the participant's target annual cash bonus for the year of
termination.
· Accelerated vesting of any restricted stock units held by the participant and
outstanding under theClarivate Plc 2019 Incentive Award Plan (the "Equity Plan") that would otherwise have vested over the 18-month period immediately following the participant's termination of employment, had the participant remained employed with the Company during such period.
· The extension of the timeframe in which the participant is entitled to exercise
any vested stock option outstanding under the Equity Plan that the participant holds as of the date of his or her termination of employment, until the date that is the two-year anniversary ofDecember 31st of the year in which the participant's termination of employment occurs, or if earlier, the expiration date of any such stock option.
· A lump sum cash payment equal to 18 months of COBRA premium payments for
participation in the group health insurance plan in which the participant was
enrolled as of the termination date.
If a participant's employment is terminated by the Company or an affiliate without Cause during the 12-month period immediately following a Change in Control, the participant will generally be eligible for the following payments and benefits:
· A cash amount equal to:
o 24 months of the participant's base salary as of the termination date; plus
o 2 times the participant's target annual cash bonus for the year of termination.
· The same treatment of vested stock options as described above.
· A lump sum cash payment equal to 24 months of COBRA premium payments for
participation in the group health insurance plan in which the participant was enrolled as of the termination date.
The foregoing severance benefits are subject to the participant's execution of a general release of claims against the Company, as well as continued compliance with any restrictive covenants to which the participant may be subject.
The foregoing description is only a summary and is qualified in its entirety by
reference to the full text of the Plan, a copy of which will be filed as an
exhibit to the Company's Quarterly Report on Form 10-Q for the quarterly period
ended
Item 9.01. Financial Statements and Exhibits
(d) Exhibits. No. Description 99.1 Press release issued byClarivate Plc datedJuly 6, 2021 104 Cover page of this Current Report on Form 8-K formatted in Inline XBRL
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