Common use of Change in Control Protections Clause in Contracts

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisable. (b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof): (i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs; (ii) payment of the Severance Payment provided in Section (5)(a)(ii) above; (iii) full vesting as of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options); (iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof); and (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and (vi) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards then held by the Executive shall immediately vest and become exercisable. (b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further futher obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof): (i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs; (ii) payment of the Severance Payment provided in Section (5)(a)(ii) above; (iii) full vesting as of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options); (iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof); and (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and (vi) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisableexercisable and all restrictions shall immediately lapse. (b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further futher obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof): (i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs; (ii) payment of the Severance Payment provided in Section (5)(a)(ii) above; (iii) full vesting as of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options); (iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof); and (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and (vi) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Option (as defined in Section 3(c) hereof) shall immediately vest and become exercisable and the Restricted Stock Option Unit Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisableall restrictions thereon shall immediately lapse. (b) In the event, event during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise (including pursuant to Section 5(a) hereof) other than to pay or provide to the Executive the following amounts and benefits (provided the Executive he has executed, delivered to the Company executed and not revoked a general release of claims against the Company Release (as defined in a form satisfactory to the Company (the “ReleaseSection 5(a)) and subject to Section 8(h) hereof9(h)): (i) payment of an amount equal to the Executive’s unpaid Annual Base Salary for services through the end of the month in which the Executive’s Date of Termination occursTermination; (ii) payment an amount equal to 3 times the sum of Annual Base Salary plus Target Bonus; payable in a lump sum no later than 30 days after the Severance Payment provided in Section (5)(a)(ii) aboveDate of Termination; (iii) full immediate vesting as of the Date of Termination of that portion of any outstanding options and restricted stock units which would have vested if the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to ExecutiveExecutive had been employed on the vesting date immediately following the Date of Termination, with continued exercisability of the outstanding and vested portion of any options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the optionsOption); (iv) continued participation until the second third anniversary of the Date of Termination in all Company medical and dental plans coverages in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 8 hereof); and; (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 20,000 in outplacement services; and (vi) payments payment of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements arrangement or other agreements of the Company. In addition, the Executive shall be entitled to the funds remaining, if any, in the Escrow Fund (adjusted for any returns or losses thereon) immediately following the Date of Termination.

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisableexercisable and all restrictions shall immediately lapse. (b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof): (i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs; (ii) payment of the Severance Payment provided in Section (5)(a)(ii) above; (iii) full vesting as of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options); (iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof); and (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and (vi) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisable. (b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof): (i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs; (ii) payment of the Severance Payment provided in Section (5)(a)(ii5)(a)(i)(ii) above; (iii) except as may be provided in the Employe Stock Option Agreement or the Employee Stock Option Plan, full vesting as of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options); (iv) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination until the earlier of (subject to offset as set forth in Section 7 hereof)i) the second anniversary of the Date of Termination and (ii) the date such Executive is or becomes eligible for comparable coverage under health plans of another employer; and (v) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and (vi) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company.

Change in Control Protections. (a) Upon the occurrence of a Change in Control (as defined in Exhibit A attached hereto), the Stock Option Award (as defined in Section 3(c) hereof) and all other equity awards shall immediately vest and become exercisable. (b) In the event, during the Employment Period, the Company terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason, in both cases upon or within two (2) years immediately following a Change in Control, the Company shall have no further obligations to the Executive under the terms of this Agreement or otherwise other than to pay or provide to the Executive the following amounts and benefits (provided the Executive has executed, delivered to the Company and not revoked a general release of claims against the Company in a form satisfactory to the Company (the “Release) and subject to Section 8(h) hereof): (i) payment of Annual Base Salary through the end of the month in which the Executive’s Date of Termination occurs; (ii) payment of an amount equal to two (2) times Executive’s compensation (salary and bonus) received during the preceding year (“the Severance Payment”), and if such termination occurs in the first year of employment, the Severance Payment provided in Section (5)(a)(ii) aboveshall be $400,000.00; (iii) full vesting as payment of the Date of Termination of the Stock Option Award (as defined in Section 3(c) hereof), and any other equity awards granted to Executive, with continued exercisability of the outstanding options for twelve (12) months following the Date of Termination (but in no event beyond the end of the original term of the options)unreimbursed business expenses; (iv) an amount for payment of unused, accrued vacation; (v) continued participation until the second anniversary of the Date of Termination in all Company medical and dental plans in which the Executive and his eligible dependents were participating immediately prior to the Date of Termination (subject to offset as set forth in Section 7 hereof); and; (vvi) as long as the Executive uses such services prior to the first anniversary of the Date of Termination, up to $25,000 in outplacement services; and; (vivii) payments of other amounts, entitlements or benefits, if any, in accordance with applicable plans, programs, arrangements or other agreements of the Company. (viii) payment of Executive `s reasonable relocation costs (including for movement of household goods and reasonable transportation expenses) to relocate Executive and his family from Puerto Rico to New Jersey, USA. The payment of relocation costs are subject to preapproval by the Company and may not exceed the costs incurred by the Company to relocate the Executive and his family from New Jersey to Puerto Rico.