Certain Terminations Following a Change in Control. Notwithstanding the provisions of Section 6.5(b) above, in the event the Company terminates Executive’s employment without Cause, or Executive terminates his employment with Good Reason, concurrently with or within twelve (12) months following a Change in Control, then, in lieu of the payments specified in Section 6.5(b), Executive shall be entitled to all payments allowed pursuant to subsection 6.5(a) above and severance pay in the amount of eighteen (18) months’ annual base salary as specified in Exhibit A, plus 1.5 times the amount of Executive’s bonus for the last complete calendar year prior to Executive’s termination of employment. In such event, all unvested options to purchase Company stock held by Executive shall immediately vest and become exercisable and all restricted stock granted to Executive shall immediately vest and the legend providing restrictions on the sale or transfer of such stock related to such vesting shall be removed at the request of the Executive.
Certain Terminations Following a Change in Control. If the Executive’s employment with the Company ceases within eighteen months following a Change in Control (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of the Executive’s death or Disability) or a resignation by the Executive for Good Reason, then:
6.1.1. the Restricted Period will be extended by eighteen months;
6.1.2. subject to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to the Executive a cash amount equal to pro-rata portion of the target Annual Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before the date of the Executive’s termination of employment and the denominator of which is 365, (b) the Company will pay to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such date, and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect to a calendar year that ended prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below.
Certain Terminations Following a Change in Control. Notwithstanding Section 5(a) of this Agreement, in the event of a Qualifying Termination during the 24-month period immediately following a Change in Control, any unvested Time Vesting RSUs, Earned RSUs, and Change in Control Earned RSUs shall become vested as of the Termination Date, and shall thereafter be settled in accordance with this Agreement.
Certain Terminations Following a Change in Control. Notwithstanding anything herein to the contrary, if the Participant’s employment with the Company Group is terminated by the Company Group without Cause, due to or during the Participant’s Disability, or due to the Participant’s death during the 12-month period immediately following a Change in Control, the Performance Shares subject to the Adjusted Award will become immediately vested as of the Termination Date, and will thereafter be settled and the respective Shares issued to the Participant in accordance with Section 1.
Certain Terminations Following a Change in Control. Should Executive terminate his employment with Macromedia or any successor entity for any reason within one hundred eighty (180) days following a Change in Control or should any of the following events occur within the one (1) year period following a Change in Control: (i) the Executive’s voluntary termination of his employment for Good Reason, (ii) the termination of Executive’s employment without Cause by Macromedia or any successor or (iii) the termination of Executive’s employment by reason of his death or Disability, then in lieu of the benefits set forth in Section 7.1 above, the following benefits shall become due and payable:
(a) Executive (or his estate) shall (i) receive a lump sum payment in an amount equal to two (2) times the sum of his annual rate of base salary and 100% of his annual target bonus, both at the level in effect immediately prior to his termination or, if greater, at the level in effect immediately prior to the Change in Control, with such payment to be not less than $1,600,000, and (ii) be reimbursed for any expenses of Executive and his dependents incurred by him for COBRA coverage or pay for comparable coverage in the event he is no longer eligible for COBRA, during the two (2) year period following his termination date. In addition, Macromedia or its successor shall pay the full annual premium and related tax gross-up on the life insurance policy maintained on the Executive pursuant to Paragraph 7.1(d) above for the contract year in which his termination of employment occurs, other than any premium payment which would otherwise first become due after his death. Executive shall also be entitled to participate in any plans or other employee benefit arrangements (or Macromedia or its successor shall make available comparable arrangements) which are generally available to employees or executives of Macromedia or its successor during such two (2) year period other than the tax-qualified pension or profit-sharing plans or the employee stock purchase plan.
(b) All of Executive’s then outstanding options (including the Prior Options, any New Options and any options granted by Macromedia’s successor) shall immediately become exercisable and vest in full and shall remain exercisable until the earlier of (i) the date two (2) years following Executive’s termination date, and (ii) the expiration date of such options as set forth in the applicable stock option agreement.
(c) All of Executive’s then outstanding restricted stock awards (inc...
Certain Terminations Following a Change in Control. Subject to the Employee’s execution and nonrevocation of a Release substantially in the form attached to the Employment Agreement as Exhibit B, if the Employment Period is terminated (i) by the Company without Cause, or (ii) by the Employee for Good Reason, in either case during the period beginning three months before and ending two years after a Change in Control of the Company, all RSUs granted hereunder to the Employee shall become fully vested and nonforfeitable, to the extent not already vested and nonforfeitable, as of the first day that the executed Release ceases to be revocable by its terms.
Certain Terminations Following a Change in Control. Notwithstanding any language in the Plan or the Participant’s employment agreement to the contrary, the Restricted Stock Units do not vest solely upon a Change in Control unless such Award is not assumed by the Company’s successor or converted to equivalent value awards upon substantially the same terms effective immediately following the Change in Control. However, the Participant will be immediately entitled to receive the Shares underlying all of the Restricted Stock Units, whether vested or unvested, if the Participant experiences a Qualifying Termination. A “Qualifying Termination” occurs if, within 24 months following a Change in Control, the Participant (i) is terminated by the Company without Cause or (ii) terminates his or her employment with the Company for Good Reason.
Certain Terminations Following a Change in Control. If the Executive’s employment with the Company ceases within eighteen months following a Change in Control (as defined below) as a result of a termination by the Company without Cause (not including, solely for purposes of this Section 6, a termination as a result of the Executive’s death or Disability) or a resignation by the Executive for Good Reason, then:
6.1.1. the Restricted Period will be extended by eighteen months;
6.1.2. subject to Section 8 and in lieu of the payments and benefits provided for in Section 4.2, (a) the Company will pay to the Executive a cash amount equal to pro- rata portion of the target Annual Bonus for the calendar year in which the termination occurs, determined by multiplying the target Annual Bonus by a fraction, the numerator of which is the number of days during the year that transpired before the date of the Executive’s termination of employment and the denominator of which is 365, (b) the Company will pay to the Executive a cash amount equal to the sum of (i) 2.5 times the Executive’s Base Salary as in effect on such date, and (ii) 2.5 times the target Annual Bonus amount applicable for the calendar year in which the termination occurs, (c) to the extent not previously paid, the Company will pay to the Executive any Annual Bonus payable with respect to a calendar year that ended prior to that termination, (d) all outstanding stock options then held by Executive (including the Stock Option) will then become fully vested and immediately exercisable and will remain exercisable for the shorter of (i) the 30-month period immediately following the Executive’s cessation of employment, or (ii) the period remaining until the scheduled expiration of the option (determined without regard to the Executive’s cessation of employment), and (d) the Company will pay to the Executive the additional amount, if any, payable pursuant to Section 7 below.
Certain Terminations Following a Change in Control. If, during the Performance Period, a Participant experiences a Termination of Service (i) at any time following a Change in Control due to the Participant’s death, Disability or Retirement, or (ii) during the two (2)‑year period following a Change in Control due to a termination by the Company without Cause or a resignation by the Participant for Good Reason (as defined in Appendix B hereto), any Replacement Award (as defined in Section 7 below) granted in respect of the PSUs (for the avoidance of doubt, with the number of Shares subject to the PSUs to equal the number of Shares determined to be earned in accordance with Section 7(a) below and without proration upon Retirement) shall vest in full immediately upon the date of Termination of Service, and the Shares with respect thereto shall be delivered as soon as reasonably practicable (and in no event later than thirty (30) days) following the date of such Termination of Service, subject to any required delay under Section 12 below. Notwithstanding the foregoing, if (A) such Change in Control is not a Section 409A CIC or the Termination of Service due to Disability or Retirement occurs after the second anniversary of such Change in Control and (B) the Participant is (or during the Performance Period would be) Retirement eligible (without regard to any consent requirement) or the PSUs otherwise constitute nonqualified deferred compensation, subject to Section 409A of the Code the acceleration of which would result in tax penalties under Section 409A of the Code, such Shares shall be delivered as soon as reasonable practicable (and in no event later than thirty (30) days following December 31, 2025.
Certain Terminations Following a Change in Control. Notwithstanding Section 5(a) of this Agreement, in the event of a Qualifying Termination during the 12-month period immediately following a Change in Control, any unvested Change in Control Earned Units shall become vested as of the Termination Date.
