Certain Terminations in Connection with a Change in Control. If the Executive’s employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) during the period commencing six months prior to, and ending 18-months after, a Change in Control, in any such case, the Company shall:
(i) Pay to the Executive an amount equal to the Executive’s then current Annual Base Salary; payable in cash in a lump sum as soon as reasonably practicable after such termination of employment but in no event later than five (5) business days thereafter (or, if such termination occurs prior to the consummation of the Change in Control, as soon as reasonably practicable after the effective date of such Change in Control);
(ii) Continue to provide, at the Company’s expense, the Executive (and his eligible dependents) with the medical, dental and life insurance coverage in which he (or his dependents) was participating as of the Date of Termination (at a level then in effect with respect to coverage and employee premiums) until the first anniversary of the Date of Termination; and
(iii) Pay Executive a Pro-Rata Bonus, as defined in Section 7(d), when bonuses are paid for the year of termination; and
(iv) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative and that any payments and benefits that the Executive shall be entitled to receive pursuant to this Section 7(c) in connection with a termination of his employment and the subsequent occurrence of a Change in Control shall be offset by payments and benefits received by the Executive pursuant to Section 7(b) on or prior to the effective date of such Change in Control.
Certain Terminations in Connection with a Change in Control. If the Company terminates the Executive’s employment other than for Cause, Death or Disability or the Executive terminates his employment hereunder with Good Reason, the Employment Period shall terminate upon the Date of Termination and if such Date of Termination occurs (x) upon or within twenty-four (24) months following the date of consummation of a Change in Control, or (y) either (a) within 90 days prior to the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed or (b) on or within 180 days following the date a definitive agreement is executed which results in a Change in Control within 180 days after the date such definitive agreement is executed, (i) the Company shall pay or provide the Executive (or the Executive’s estate, if the Executive dies after such termination but before receiving such amount) (A) all Accrued Benefits, if any, to which the Executive is entitled; (B) a lump sum payment of an amount equal to a pro rata portion (based upon the number of days the Executive was employed during the calendar year in which the Date of Termination occurs) of the Annual Bonus based on the achievement of the applicable performance criteria for the year in which Executive’s employment terminates, payable as set forth in Section 4(b); and (C) an amount equal to the product of (x) two (2) and (y) the sum of the Executive’s (I) Base Salary and (II) Target Bonus, payable in a lump sum on the first payroll date following the execution (and non-revocation) of the general release of claims described in Section 10(g) (the “Payment Date”), subject to Section 10(h) and Section 24; provided that in connection with a termination covered by clause (y), the payment of the additional one times Base Salary and Target Bonus amount shall be paid, subject to Section 10(h) and Section 24, on the later of the Payment Date or the date of the Change in Control; and (ii) the Executive and her covered dependents shall be entitled to continued participation on the same terms and conditions as applicable immediately prior to the Executive’s Date of Termination for the eighteen (18) month period following the Date of Termination in such medical, dental, and hospitalization insurance coverage in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination; provided the Company agrees to impute as taxable income to the Executive an amount e...
Certain Terminations in Connection with a Change in Control. If, within ninety (90) days preceding or within one year following a Change in Control, either the Company terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, the Company shall be obligated to pay the Employee an amount equal to whichever of the following results in the Employee receiving a larger after tax amount: (i) two (2) times the Employee’s annual base salary at the time of termination of employment or (ii) if less than two (2) times the Employee’s annual base salary at the time of termination of employment, then the largest amount that could be paid to the Employee, which will not result in a nondeductible “parachute payment” under Section 280G of the Internal Revenue Code. Payments made under this Section 4(f) shall be paid as a salary continuation on the same schedule that applied while the Employee was employed, provided, however, that no payment hereunder shall be paid until sixty (60) days after the Employee’s termination of employment, at which time the Employee shall be paid a lump sum equal to the payments accumulated to such date, and thereafter payment of the unpaid balance shall continue on what would have otherwise been the original payment schedule for such unpaid balance. Notwithstanding the foregoing, if the payment of severance hereunder would fail to meet the requirements of Section 409A(a)(l) of the Internal Revenue Code because the Employee is a “specified employee” (within the meaning of Section 409A of the Internal Revenue Code), no payment hereunder shall be made until six months after the Employee’s termination of employment, at which time the Employee shall be paid a lump sum equal to what would otherwise have been the first six months’ of such payments, and thereafter payment of the unpaid balance shall continue on what would otherwise have been the original payment schedule for such unpaid balance.
Certain Terminations in Connection with a Change in Control. If, within ninety (90) days preceding or within one year following a Change in Control, either the Company terminates the Employee’s employment without Cause or the Employee terminates her Employment for any reason before notification by the Company to the Employee that the Employee’s Employment will be terminated for Cause, the Company shall be obligated to pay the Employee an amount equal to whichever of the following results in the Employee receiving a larger after-tax amount: (i) two (2) times the Employee’s annual base salary at the time of termination of employment or (ii) if less than two times the Employee’s annual base salary at the time of termination of employment, then the largest amount that could be paid to the Employee, which will not result in a nondeductible “parachute payment” under Section 280G of the Internal Revenue Code. Such amount shall be paid to the Employee ratably over two (2) years following termination.
Certain Terminations in Connection with a Change in Control. Notwithstanding anything contained in this Agreement to the contrary if, in connection with a Change in Control described in Section 1(e)(i)(2)(B) (an “Asset Sale”), the Executive is offered employment with the acquirer of the Company’s assets (or any of its affiliates) on terms and conditions (including the location of the Executive’s principal place of employment) no less favorable (in the aggregate) than those in effect immediately prior to such Asset Sale (as determined in the sole discretion of the Board), then the Executive shall not be entitled to any of the payments or benefits described in Section 4(b) upon his termination of employment with the Company in connection with such Asset Sale.
Certain Terminations in Connection with a Change in Control. In the event that the Participant incurs a termination of Employment by the Company or a subsidiary thereof without Cause within 60 days before, or within 18 months after, a Change in Control (other than a Change in Control that is also a SPAC Transaction), or in the event that the Participant incurs a termination of Employment as the result of Participant's death or Disability or by the Participant for Good Reason, in each case, within 18 months after a Change in Control (other than a Change in Control that is also a SPAC Transaction), then in each such case, the portion of the Option that is then outstanding and unvested shall immediately become vested and exercisable (or in the case that the Change in Control occurs after such eligible termination of Employment, shall become vested and exercisable upon the occurrence of such Change in Control) and the Option shall remain exercisable until the earlier of (x) the first anniversary of such termination of Employment and (y) the 10th anniversary of the Grant Date. For purposes of the Plan, with respect to this Option, a termination of Employment described in this Section 7(e) shall be a Qualifying CIC Termination.
Certain Terminations in Connection with a Change in Control. If, within ninety (90) days preceding or within one year following a Change in Control, either the Company terminates the Executive’s employment without Cause or the Executive terminates his Employment for any reason before notification by the Company to the Executive that the Executive’s Employment will be terminated for Cause, the Company shall be obligated to pay the Executive an amount equal to whichever of the following results in the Executive receiving a larger after-tax amount: (i) three (3) times the Executive’s annual base salary at the time of termination of employment or (ii) if less than three times the Executive’s annual base salary at the time of termination of employment, then the largest amount that could be paid to the Executive, which will not result in a nondeductible “parachute payment” under Section 280G of the Internal Revenue Code. Such amount shall be paid to the Executive ratably over two (2) years following termination. Except as specifically amended hereby, the Executive Employment Agreement shall remain in full force and effect as prior to this Amendment.
Certain Terminations in Connection with a Change in Control. If, within ninety (90) days preceding or within one year following a Change in Control, either the Company terminates the Employee’s employment without Cause or the Employee terminates his employment for Good Reason, the Company shall be obligated to pay the Employee an amount equal to whichever of the following results in the Employee receiving a larger after-tax amount: (i) two (2) times the Employee’s annual base salary at the time of termination of employment or (ii) if less than two (2) times the Employee’s annual base salary at the time of termination of employment, then the largest amount that could be paid to the Employee, which will not result in a nondeductible “parachute payment” under Section 280G of the Internal Revenue Code. Such amount shall be paid to the Employee ratably, no less frequently than monthly, over two (2) years following termination. Notwithstanding the foregoing, if the payment of severance hereunder would fail to meet the requirements of Section 409A(a)(1) of the Internal Revenue Code, no payment hereunder shall be made until six months after the Employee’s termination of employment, at which time the Employee shall be paid a lump sum equal to what would otherwise have been the first six months’ of such payments, and thereafter payment of the unpaid balance shall continue on what would otherwise have been the original payment schedule for such unpaid balance.
Certain Terminations in Connection with a Change in Control. Notwithstanding anything contained in this Agreement to the contrary if, in connection with a Change in Control described in Section 1(e)(i)(2)(B) (an “Asset Sale”), the Executive is offered employment with the acquirer of the Company’s assets (or any of its affiliates), then the Executive shall not be entitled to any of the payments or benefits described in Section 4(b) upon his termination of employment with the Company in connection with such Asset Sale, unless the Executive terminates his employment for Good Reason in accordance with Section 3(e), above.
Certain Terminations in Connection with a Change in Control. If the Executive’s employment shall terminate without Cause (pursuant to Section 6(a)(v)) or for Good Reason (pursuant to Section 6(a)(iv)) within 18 months after a Change in Control, the Company shall:
(i) Pay to the Executive an amount equal to the product of (A) the sum of his then current (i) Annual Base Salary and (ii) the greater of (1) the Bonus paid or payable to the Executive with respect to the fiscal year ending immediately prior to the Date of Termination or (2) the Executive’s target Bonus for such year, and (B) two (2); payable in cash in a lump sum as soon as reasonably practicable after such termination of employment but in no event later than five (5) business days thereafter; and
(ii) Notwithstanding any other provision of this Agreement, the parties acknowledge and agree that Sections 7(b) and 7(c) shall operate in the alternative.
