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:
Change in Control Qualifying Termination. For the Chief Executive Officer, cash severance of no more than 24 months’ base salary 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 • For all other executive officers, cash severance of no more than 18 months’ base salary 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).
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 • For all other executive officers, cash severance of no more than 18 months’ base salary, plus one and one-half times (1.5x) 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). The circumstances that constitute a “Non-Change in Control Qualifying Termination” and a “Change in Control Qualifying Termination” shall be defined in the new severance policy once adopted.
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. 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 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 (i) the one-year period immediately following a Change in Control; or (ii) the six-month period prior to a Change in Control and is related to such Change in Control (as determined by the Board in good faith). If any such Qualifying Termination occurs, the Executive shall receive the benefits set forth in Section 4(d), except that (A) the severance amount set forth in Section 4(d)(ii) will be equal to the product of (1) two, and (2) the sum of the Base Salary (or, if greater, at the time immediately prior to the material decrease in the Base Salary that constitutes Good Reason), and the Target Annual Bonus, and (B) the continued COBRA coverage period set forth in Section 4(d)(iv) will be equal to 18 months following the Termination Date. If a Qualifying Termination occurs pursuant to clause (i) and the applicable Change in Control constitutes a “change in control event” within the meaning of Code Section 409A (as defined below), then the severance amount described in clause (A) shall be payable in a lump sum within 60 days following the Termination Date. If a Qualifying Termination occurs pursuant to clause (i) and the applicable Change in Control does not constitute a “change in control event” within the meaning of Code Section 409A or a Qualifying Termination occurs pursuant to clause (ii), then the Executive shall receive the severance amount described in Section 4(d)(ii) in accordance with the terms thereof and any incremental severance amount provided in clause (A) shall be paid in a lump sum within 60 days following the Termination Date (in the case of a Qualifying Termination pursuant to clause (i)) or 60 days following the date of the Change in Control (in the case of a Qualifying Termination pursuant to clause (ii)), as applicable.
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 EXHIBIT 10.14 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. 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: EXHIBIT 10.13
