Anticipatory Qualifying Termination. In the event that the Employee experiences an Anticipatory Qualifying Termination during the Change of Control Period, then the Employee shall be entitled to receive (i) any unpaid Accrued Obligations (other than the prorated annual bonus), (ii) a lump-sum cash payment within 30 days after the Change of Control in an aggregate amount equal to the excess, if any, of (x) the aggregate amount of the severance payments provided for in Sections 3(d)(i)(B) through (D) hereof over (y) the aggregate amount of severance payments the Employee received or is entitled to receive from the Company under any applicable plan of the Company or any of its subsidiaries, or any applicable agreement between the Employee and the Company or any of its subsidiaries other than this Agreement, as a result of the Employee’s Anticipatory Qualifying Termination, and (iii) all rights to advancement and indemnification in respect of the Employee’s service as a director or officer of the Company or any of its subsidiaries, which shall continue without regard to termination of this Agreement or the Employee’s employment with the Company.
Anticipatory Qualifying Termination. Upon an Anticipatory Qualifying Termination (as defined in Appendix II) no more than six months prior to a Change in Control that occurs during the Term (including for the avoidance of doubt, on the Automatic Expiration Date), subject to the effectiveness of Executive’s execution of a general release of claims as provided in Section 5(a) (and, for the avoidance of doubt, the occurrence of such Change in Control), in addition to the payments and benefits Executive shall be entitled to receive pursuant to Section 5(a), Executive shall be entitled to
(i) a lump-sum cash payment on the 60th calendar day following the Change in Control in an aggregate amount equal to the excess of (A) the payments provided for in Section 5(e)(i) over (B) any payments payable to Executive pursuant to Sections 5(a)(i) and 5(a)(ii); and
(ii) accelerated vesting of any Conditional Awards, with any performance-based awards deemed earned at target level. Notwithstanding anything in this Agreement or any other Company plan or agreement to the contrary, (A) during the period from the Date of Termination to the six-month anniversary of such date (such period, the “Anticipatory Period”), the Conditional Awards shall not be capable of vesting or becoming exercisable, if applicable, other than upon the occurrence of a Change in Control and (B) if a Change in Control does not occur prior to the expiration of the Anticipatory Period then, upon expiration of the Anticipatory Period, the Conditional Awards shall automatically terminate and be forfeited. For the avoidance of doubt, if Executive is entitled to the payments and benefits under this Section 5(f), Executive shall not be entitled to any payments or benefits under Section 5(e).
Anticipatory Qualifying Termination. If Employee’s employment with the Company is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after Employee’s Termination Date, then Employee shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of Employee’s annualized base salary as of the Termination Date (or Employee’s annualized base salary as of immediately prior to a material reduction of such base salary), (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount, and (iii) the difference between the CIC Benefits Continuation Payment and the Non-CIC Benefits Continuation Payment, less all legally required and authorized deductions and withholdings, payable in a single lump sum no later than ten (10) calendar days after the date of such Change in Control.
Anticipatory Qualifying Termination. If Consultant’s employment with the Company is terminated as the result of a Qualifying Termination, and a Change in Control occurs within ninety (90) calendar days after Consultant’s Termination Date, then Consultant shall receive an additional cash payment equal to the sum of: (i) fifty percent (50%) of Consultant’s annualized base salary as of the Termination Date (or Consultant’s annualized base salary as of immediately prior to a material reduction of such base salary), and (ii) the difference between the CIC Bonus Payment amount and the Non-CIC Bonus Payment amount.
