Change in Control Qualifying Termination. For the Chief Executive Officer, cash severance of no more than 24 months’ base salary, plus two times (2x) such officer’s target bonus, plus a pro-rated bonus payment for the year during which the qualifying termination of employment occurs based on actual performance (or, to the extent required by applicable local law, based on target performance); and
Change in Control Qualifying Termination. Upon a Change in Control Qualifying Termination, you shall be eligible to receive the following severance benefits. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 2(a) and this Section 2(b). If you are eligible for severance benefits under both Section 2(a) and this Section 2(b), you shall receive the benefits set forth in this Section 2(b) and such benefits shall be reduced by any benefits previously provided to you under Section 2(a).
Change in Control Qualifying Termination. In the event of a Qualifying Termination that occurs during the 12-month period immediately following a Change in Control (as defined below), the Company will pay or provide to the Executive the following, subject to the provisions of Section 9 hereof:
(i) the Accrued Benefits;
(ii) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, an amount equal to two times the sum of (A) the Base Salary for the year that includes the date of termination and (B) the Target Bonus for the year that includes the date of termination, payable in a lump so no later than the sixtieth day following such termination;
(iii) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, the Prior Year Bonus;
(iv) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, a payment equal to the product of (A) the Target Bonus for the calendar year that includes the date of termination and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable no later than the sixtieth day following Executive’s termination;
(v) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive remained an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); and (C) the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, the Company will pay on behalf of or reimburse to the Executive the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives for a period of 18 months, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 8(d)(v) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Section 105(h) of the Inte...
Change in Control Qualifying Termination. In the event your Service is terminated due to a Change in Control Qualifying Termination, the Service Vesting Condition will be deemed satisfied on the Release Effective Date, and the total number of PSUs that are eligible to vest will be calculated by reference to actual performance attained during the Performance Period and in all cases subject to and contingent upon the closing of the Change in Control.
Change in Control Qualifying Termination. If your PSUs vest in connection with a Change in Control Qualifying Termination, your PSUs will be settled by the Company, via the issuance of Common Stock as described herein, on a date selected by the Company that is in all cases during the calendar year that includes the Vesting Date and is within sixty (60) days following the date the number of PSUs which are eligible to vest is determined by the Administrator (which shall be the “Original Issuance Date” with respect to such PSUs). If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In addition, if: the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a 10b5-1 Arrangement), and a. either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this PSU, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 7 of this Agreement (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year that includes the Vesting Date, or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under such PSU are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
Change in Control Qualifying Termination. Notwithstanding the foregoing provisions, in the event that a Change in Control (as defined in the Plan) occurs, the provisions of the Plan will govern the treatment of Performance Share Units, provided that for purposes of determining any prorated portion of the Award pursuant to Section 8 of the Plan, the prorated number of PSUs shall be determined by dividing the number of days in the period commencing on the date of grant and ending on the date of the Change in Control, by the total number of days in the period commencing on the date of grant and ending on the last day of the Performance Period.
Change in Control Qualifying Termination. If the Company terminates Participant’s employment with the Company without Cause, or if Participant resigns from such employment for Good Reason (as such term is defined in the Change of Control Agreement) prior to a Change in Control (and during the Change of Control Period), then any unvested portion of the Restricted Stock Units will remain outstanding for three (3) months or the occurrence of a Change in Control (whichever is earlier) so that the determination of the number of Eligible Restricted Stock Units can be recalculated in accordance with the terms of this Agreement and any additional acceleration benefits can be provided in accordance with the terms and conditions of this Agreement and the Change of Control Agreement. If a Change in Control does occur during the three (3) month period, then the CAACLIG Goal and the TSR Goal will each be measured as set forth in this Agreement in connection with a Change of Control to determine the number of Restricted Stock Units that become Eligible Restricted Stock Units and 100% of those Eligible Restricted Stock Units will vest immediately prior to the Closing, subject to Participant satisfying the requirements of Section 4 of the Change of Control Agreement. If no Change in Control occurs within three (3) months following Participant’s termination, any Restricted Stock Units subject to the Award that had not previously been determined to be Eligible Restricted Stock Units (as set forth above under Non-Change in Control Qualifying Termination) will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Subject to the provisions of the Agreement, in the event Participant ceases to be a Service Provider for any or no reason before the Vesting Date, the Eligible Restricted Stock Units and Participant’s right to acquire Shares thereunder will immediately terminate and such Eligible Restricted Stock Units will immediately be forfeited and cancelled.
Change in Control Qualifying Termination. If a Change in Control occurs before a Performance Period has been completed, notwithstanding anything to the contrary in the eBay Inc. Change in Control Severance Plan for Key Employees (the “CIC Severance Plan”), then on and after the date of the Change in Control, the Performance Goal relating to that Performance Period shall be deemed to have been achieved at the “Target” level. For clarity, if a Change in Control occurs upon or after completion of a Performance Period, but before the Award vests, the level of achievement for the Performance Goal relating to the completed Performance Period shall be based on actual achievement over the completed Performance Period. For example, if a Change in Control were to occur in calendar year 2023, the level of achievement would be determined based on actual results in the First Core Metric Performance Period and First [_____] Modifier Performance Period, and “Target” results for the remaining uncompleted Performance Periods. After a Change in Control, the Award shall no longer be subject to performance-based vesting conditions and the number of Earned PBRSUs determined pursuant to the preceding sentence shall remain unvested, with vesting subject to Participant’s continued service with the Company or a Subsidiary through the Vesting Date, except as otherwise provide in the CIC Severance Plan. Additionally, unless provided otherwise in Participant’s offer letter or similar employment letter or agreement, if Participant’s employment terminates before the occurrence of a Change in Control (other than due to Participant’s death or Disability (as that term is defined in the eBay Inc. SVP and Above Standard Severance Plan (the “Standard Severance Plan”))) for any reason that entitles Participant to severance benefits under the Standard Severance Plan, (i) if the termination occurs before completion of the First Core Metric Performance Period, the Award will be forfeited and (ii) if the termination occurs upon or after completion of the First Core Metric Performance Period but before the Vesting Date, Participant shall vest on the Vesting Date in a number of PBRSUs equal to the product of (x) multiplied by (y), where (x) is the total number of Earned PBRSUs determined based on actual results in all Performance Periods and (y) is a fraction, the numerator of which is the number of days Participant was employed during the Core Metric Performance Periods (January 1, [●] – December 31, [●]) through and including the date of...
Change in Control Qualifying Termination. This Section 4(e) shall apply if the Executive’s Qualifying Termination occurs during the one-year period immediately following a Change in Control. If any such Qualifying Termination occurs, subject to Section 4(h), the Executive shall be entitled to:
(i) the Accrued Benefits;
(ii) the Prior Year Bonus;
(iii) an amount in cash equal to two times the sum of (A) the Base Salary and (B) the target Annual Bonus for the fiscal year in which the Termination Date occurs, payable in substantially equal installments in accordance with the Company’s regular payroll practices over the 24-month period following the Termination Date; provided, however, that the first such payment shall not be made until the 60th day following the Termination Date and such first payment shall include any amounts that would otherwise have been payable between the Termination Date and the date of such first payment;
(iv) the COBRA Continuation Benefits on the terms and subject to the conditions set forth in Section 4(b)(vi) for a period of 24 months following the Termination Date; and
(v) outplacement services for a period of up to one year following the Termination Date, subject to a maximum cost of $50,000 (the payments described in clauses (ii), (iii), (iv), and (v), collectively, the “Change in Control Severance Benefits”). Payments and benefits provided in this Section 4(e) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company or under WARN or any similar state statute or regulation. Following the termination of the Executive’s employment by the Company without Cause or by the Executive with Good Reason, in each case, during the one-year period immediately following a Change in Control, except as set forth in this Section 4(e), the Executive shall have no further rights to any compensation or any other benefits under this Agreement.
Change in Control Qualifying Termination. For purposes of this Restricted Stock Unit Award, “Change in Control” has the meaning ascribed to it in the Plan, provided, however, that any such change in control event described therein must also constitute a change in ownership or effective control of the Company, or a change in the ownership of a substantial portion of the assets of the Company, in each case as defined under Section 409A. Subject to the foregoing limitation on the Definition of Change in Control, upon such a Change in Control the terms of the Plan will govern the treatment of Restricted Stock Units.
