Benefits Upon a Change of Control. The provisions of this Section 2 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive's rights and obligations upon the occurrence of a Change of Control of the Company. These provisions are intended to assure and encourage in advance the Executive's continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. Upon a termination of the Executive's employment within twenty-four (24) months after a Change of Control, the provisions of this Section 2 shall apply in lieu of, and expressly supersede, any provisions set forth in the Employee Agreement regarding (x) severance pay upon a termination of employment, and/or (y) noncompetition and/or nonsolicitation obligations upon a termination of employment. The parties hereto agree that the Employee Agreement shall be deemed to have been amended to the extent necessary to implement the foregoing.
Benefits Upon a Change of Control. If within twelve (12) months following a Change of Control (as defined below): (i) the Company shall terminate the Executive’s employment with the Company without Cause (as defined below), or (ii) the Executive shall voluntarily terminate such employment with Good Reason (as defined below), the Company shall provide reimbursement of health care premiums for Executive and his dependents, for a period of eighteen (18) months from the date of Executive’s Employment Termination (as defined below), to the extent that Executive is eligible for and elects continuation coverage under COBRA (provided that such reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees).
Benefits Upon a Change of Control. Immediately prior to consummation of a Change of Control the Employee shall receive the following benefit:
Benefits Upon a Change of Control. Upon a Change of Control, the Executive will receive the following benefits:
(i) Immediately prior to and subject to the consummation of the Change of Control: (A) one hundred percent (100%) of the Executive’s then outstanding and unvested stock options will vest, become immediately exercisable and remain exercisable for the period prescribed in the applicable stock option agreement and (B) one hundred percent (100%) of the Executive’s then outstanding and unvested other awards, if any, relating to the Company’s equity (whether stock appreciation rights, shares of restricted stock, restricted stock units, or otherwise) will vest and become exercisable, payable or realizable, as the case may be, in accordance with their terms.
Benefits Upon a Change of Control. (a) After a Change in Control has occurred, if such Change in Control occurs within five (5) years of the original date of this Agreement: (i) Employer shall not reduce Employee's Base Compensation below the amount of such Base Compensation in effect immediately preceding the Change in Control without Employee's written consent; (ii) Employer shall continue to provide Employee with fringe benefits (including bonuses, vacation, health and disability insurance, etc.) substantially equivalent to those of other similarly situated executive officers of the Employer; (iii) Employee shall not be required by the Employer to perform duties or services which differ significantly from those performed by him prior to the Change in Control, or which are not ordinarily and generally performed by a similarly situated executive of a corporation; (iv) the nature of the duties or services which the Employer requires him to perform shall not necessitate absence overnight from his place of residence prior to the Change in Control because of travel involving the business affairs of the Employer for more than ninety (90) days during any period of twelve (12) consecutive months.
(b) After a Change in Control has occurred, if such Change in Control occurs within five (5) years of the original date of this Agreement, if the Employer terminates Employee's employment for any reason other than a Discharge For Cause, or if Employee terminates his employment with Employer for any of the reasons specified in Section 4(a) within the twenty-four (24) month period following the date of a Change in Control, provided that Employee delivers to Employer and does not rescind a waiver of claims on a form provided by Employer that releases Employer, its employees, officers, directors and related entities from any and all claims arising out of or related to Employee's employment or termination of employment, Employee shall be entitled to receive from Employer the following benefits:
(i) A lump sum severance payment (the "Severance Payment"), in cash, equal to two and ninety-nine one hundredths (2.99) times the sum of the (i) higher of Employee's annual Base Compensation in effect immediately prior to the occurrence of the event or circumstance upon which such termination of employment is based or in effect immediately prior to the Change in Control, and (ii) the average of Employee's Bonuses (excluding any compensation attributable to stock options of any type granted by Employer and any compensat...
Benefits Upon a Change of Control. (a) In the event of a Change of Control, and subject to Employee’s continued service with the Company through the time immediately prior to the closing of such Change of Control, and subject to Employee executing a Release, and allowing such Release to become effective not later than the effective date of the Change of Control, an additional two (2) years X. Xxxxxx Continuity Agreement -3- 895918 v4/HN vesting of Employee’s then-outstanding stock options shall vest immediately prior to the effective date of the Change of Control.
(b) In the event of a Change of Control, if Employee’s employment with the Company and its affiliates is terminated for any reason, including voluntary termination, which need not include his termination as a director of the Company, such that Employee’s suffers a Separation from Service on or following the Change of Control but on or before January 13 of the calendar year following the calendar year in which the effective time of the Change of Control occurs, and subject to Employee executing a Release, and allowing such Release to become effective not later than 60 days following Employee’s Separation from Service (which 60th date shall be not later than March 15 of such calendar year following the calendar year in which the effective time of the Change of Control occurs), then Employee shall be entitled to receive the following severance:
(i) a lump-sum cash severance payment equal to eighteen (18) months of the Employee’s then-current Base Salary (ignoring any reduction in Base Salary that forms the basis for a Resignation for Good Reason), subject to applicable tax withholdings, paid on the 60th day following Employee’s Separation from Service;
(ii) if Employee is participating in the Company’s employee group health insurance plans on the effective date of termination, and timely elects and remains eligible for continued coverage under COBRA, or, if applicable, state or local insurance laws, the Company shall pay to Employee, on the first day of each month, a cash payment equal to the applicable COBRA premiums for that month (including premiums for Employee and his eligible dependents who have elected and remain enrolled in such COBRA coverage), subject to applicable tax withholdings (such amount, the “CIC Special Cash Payment”), for a number of months equal to the lesser of (i) the duration of the period in which Employee and his eligible dependents are eligible for and enrolled in such COBRA coverage (and not otherwise cove...
Benefits Upon a Change of Control. Upon a Change of Control, the Executive will receive the following benefits:
(i) Immediately prior to and subject to the consummation of the Change of Control: (A) one hundred percent (100%) of the Executive’s then outstanding and unvested stock options will vest, become immediately exercisable and remain exercisable for the period prescribed in the applicable stock option agreement and (B) one hundred percent (100%) of the Executive’s then outstanding and unvested other awards, if any, relating to the Company’s equity (whether stock appreciation rights, shares of restricted stock, restricted stock units, or otherwise) will vest and become exercisable, payable or realizable, as the case may be, in accordance with their terms.
(ii) The Company will pay to Executive a lump-sum cash amount equal to three hundred percent (300%) of the sum of (a) Executive’s then current annual base salary in effect immediately prior to the Change of Control (or, if Executive’s base salary has been reduced within sixty (60) days prior to the Change of Control, Executive’s base salary in effect prior to the reduction), plus (b) the Executive’s target bonus for the current year or for the year immediately prior to the Change of Control whichever is higher, which shall be payable within ten (10) days of the closing of the Change of Control. The foregoing amount is payable irrespective of termination of Executive’s employment.
Benefits Upon a Change of Control. If there is a Change of Control that occurs within the first six (6) months of the Employee’s employment commencement date with the Company (as reasonably determined by the Company), regardless of whether Employee’s employment relationship with the Company continues following such Change of Control, then fifty percent (50%) of all stock options granted by the Company to the Employee prior to the Change of Control shall immediately become fully vested and exercisable as of the date of the Change of Control to the extent such stock options are outstanding and unexercisable at the time of such Change of Control and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of such shares.
Benefits Upon a Change of Control. (a) In the event of a Change of Control prior to the Acceleration Date, and subject to Employee’s continued service with the Company through the time immediately prior to the closing of such Change of Control and termination of employment by the Company or successor entity without Cause resulting in a Separation from Service, and subject to Employee executing a Release, and allowing such Release to become effective not later than the effective date of the Change of Control, the Severance Benefits pursuant to Section 2(c) will not be forfeited on the Change of Control, and shall be payable, and all of Employee’s then-outstanding time-based vesting equity awards shall automatically accelerate and fully vest, as and when provided in Section 2(c) subject to the conditions set forth in Section 2(c).
(b) In the event of a Change of Control on or after the Acceleration Date, to the extent not previously triggered, the Vested Separation Benefits will not be forfeited on the Change of Control, but shall become payable and vested as and when provided in Section 2(d),, subject to the conditions set forth in Section 2(d), including Employee’s continued service with the Company through the time immediately prior to the closing of such Change of Control and
Benefits Upon a Change of Control. If there is a Change of Control during the Employee’s employment with the Company (as reasonably determined by the Company), regardless of whether Employee’s employment relationship with the Company continues following such Change of Control, then all stock options granted by the Company to the Employee prior to the Change of Control shall immediately become fully vested and exercisable as of the date of the Change of Control to the extent such stock options are outstanding and unexercisable at the time of such Change of Control and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of such shares.
