CIC Termination. If you incur a CIC Termination, you shall receive the Severance Benefits set forth in this Section 4.
CIC Termination. For purposes of this Agreement, a “CIC Termination” shall mean termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the Change in Control Period, provided that, in either case, a Change in Control actually occurs.
CIC Termination. Notwithstanding anything to the contrary herein, if there is a CIC Termination, then the provisions of this Section 7 shall apply.
(i) Unless the Executive complies with the provisions of Section 7(a)(ii) below, upon CIC Termination, no other payments or benefits shall be due under this Agreement to the Executive other than the Accrued Obligations.
(ii) Notwithstanding the provisions of Section 7(a)(i) above, upon CIC Termination, if the Executive executes and does not revoke the Release, and so long as the Executive continues to comply with the provisions of Section 9 below, then, in addition to the Accrued Obligations, the Executive shall be entitled to receive the following:
(A) Severance benefits in an amount equal to the product of (1) and (2) where (1) is the sum of Executive’s Base Salary and the Executive’s Target Incentive Bonus in effect immediately prior to the Executive’ termination of employment divided by twelve and (2) is the number of months in the CIC Severance Term. This amount shall be paid in a single lump sum following the Executive’s termination of employment, provided, however, that for a termination of employment prior to a Change in Control, the difference between this amount and any amount paid under Section 3(c)(iii) shall be paid in a single lump sum following the Change in Control, at which time payments under Section 3(c)(iii) shall cease;
(B) COBRA continuation benefits as set forth in Section 3(c)(ii), except that the Severance Term shall be the CIC Severance Term; provided, that if the CIC Severance Term exceeds eighteen (18) months and the Executive secures an individual policy for health coverage (including for Executive’s spouse and dependents where applicable), then the Company will reimburse the Executive for the monthly cost of such coverage for the period, if any, commencing on the first day following the eighteen (18) month period and ending after the end of the CIC Severance Term; and further provided that the reimbursement amount for any month shall not exceed the difference between the premium charged for COBRA continuation benefits under section 4980B(f)(2)(C) of the Code and the Monthly COBRA Costs;
(C) All outstanding equity grants held by the Executive immediately prior to the CIC Termination which vest based upon the Executive’s continued service over time shall accelerate, become fully vested and/or exercisable, as the case may be, as of the date of the CIC Termination and all outstanding equity grants held...
CIC Termination. In lieu of the payments and benefits described in Sections 6(a) and 6(b) above, and in addition to any accelerated vesting pursuant to Section 3(c)(3), in the event the Executive’s employment is terminated either by the Company without Cause (which shall include the Company’s election not to renew and/or extend the Agreement, where the Executive is willing to extend the Term, as provided in Section 1, on the Agreement’s existing terms and where the Executive serves out the current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then-current Term, the Executive’s employment shall have terminated), by the Executive for Good Reason, or as a result of the Executive’s death or Disability, in each such case within the two (2)-year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination”), the Executive shall be entitled to (i) the Accrued Amounts and any unpaid Transition Bonus, each payable within thirty (30) days following the date of termination of employment; (ii) any earned but unpaid Annual Bonus for the calendar year preceding the date the Executive’s employment hereunder terminates, payable within thirty (30) days following the date of termination of employment and, provided the Executive’s date of employment termination is more than six (6) months into the performance year and subject to the Committee’s certification of achievement of the performance goals for such year after the year is concluded, a pro-rated portion of any Annual Bonus for the calendar year in which termination occurs, payable on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) the Health Continuation Benefit; and (iv) an amount equal to two and nine-tenths (2.9) times the sum of the Executive’s Base Salary and then-current Target Bonus (“CIC Cash”). The payments and benefits provided under this Section 6(c), other than the Accrued Amounts, Transition Bonus, and the earned but unpaid Annual Bonus payment for the preceding calendar year, are subject to and conditioned upon the Executive’s compliance with the Conditions. The payment described in clause (iv) above shall be paid in lump sum within thirty (30) days following the date of termination of employment, unless the Change in Control ...
CIC Termination. In the event of a CIC Termination, each of the Executive’s outstanding equity or equity-based awards that is subject to time- based vesting shall immediately vest and be paid in full upon the date of such CIC Termination.
CIC Termination. In lieu of the payments and benefits described in Section 6(b) above, and in addition to any accelerated vesting pursuant to Section 3(c), in the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the two (2) year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination”), the Executive shall be entitled to (i) the Accrued Amounts, payable within thirty (30) days following the date of termination of employment; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year, payable within thirty (30) days following the date of termination of employment; (iii) the Health Continuation Benefit; and (iv) an amount equal to the sum of (A) twenty-four (24) months’ Base Salary and (B) two times (2x) the Target Bonus. The payment described in clause (iv) above shall be paid in lump sum unless the Change in Control does not qualify as a 409A Change in Control or such form is otherwise prohibited by Section 409A of the Code, in which case such payment shall be payable in equal installments over a period of twelve (12) months. For purposes of this Agreement:
CIC Termination. In lieu of the payments and benefits described in Section 6(b) above, and in addition to any accelerated vesting pursuant to Section 3(c)(2), in the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the two (2) year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination”), the Executive shall be entitled to (i) the Accrued Amounts, payable within thirty (30) days following termination of employment; (ii) any earned but unpaid Annual Bonus for the preceding fiscal year, payable within thirty (30) days following termination of employment; (iii) the Health Continuation Benefit; (iv) an amount equal to the sum of (A) twenty-four (24) months Base Salary and (B) two times (2x) the Target Bonus; and (v) the remainder of any Declared Cash Bonus that would otherwise have been paid had the Executive’s employment not terminated, paid within thirty (30) days following the date of such CIC Termination subject in each case to the Executive’s compliance with the Conditions. The payments described in clauses (iv) and (v) above shall be in lump sum unless the Change in Control does not qualify as a 409A Change in Control or is otherwise prohibited by Section 409A of the Code, in which case such payments shall be payable in equal installments over a period of twelve (12) months. For purposes of this Agreement:
CIC Termination. The term “CIC Termination” shall have the meaning set forth in Section 3(c) of this Agreement.
CIC Termination. In lieu of the payments and benefits described in Section 6(b) above, and in addition to any accelerated vesting pursuant to Section 3(c)(2), in the event the Executive’s employment is terminated by the Company without Cause or by the Executive for Good Reason within the two (2) year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination”), the Executive shall be entitled to (i) the Accrued Amounts, payable within thirty
CIC Termination. In lieu of the payments and benefits described in Section 6(a) and 6(b) above, and in addition to any accelerated vesting pursuant to Section 3(c)(1), in the event the Executive’s employment is terminated either by the Company without Cause (which shall include the Company’s election not to renew and/or extend the Agreement, where the Executive is willing to extend the Term, as provided in Section 1, on the Agreement’s existing terms and where the Executive serves out the current Term, it being understood that Sections 5 and 6 shall continue to apply in accordance with their terms and it being understood that following the end of the then-current Term, the Executive’s employment shall have terminated), or by the Executive for Good Reason, in each such case within the two (2)-year period following a Change in Control, or if there is a Termination in Anticipation of a Change in Control (any such termination, a “CIC Termination”), the Executive shall be entitled to (i) the Accrued Amounts and any unpaid Transition Bonus, each payable within thirty (30) days following the date of termination of employment; (ii) any earned but unpaid Annual Bonus for the calendar year preceding the date the Executive’s employment hereunder terminates, payable within thirty (30) days following the date of termination of employment and, provided the Executive’s date of employment termination is more than six (6) months into the performance year and subject to the Committee’s certification of achievement of the performance goals for such year after the year is concluded, a pro-rated portion of any Annual Bonus for the calendar year in which termination occurs, payable on the date such amount would otherwise have been paid (without regard to whether the Executive is employed on the date such Annual Bonus is paid); (iii) the Health Continuation Benefit; and (iv) an amount equal to the sum of (A) twenty-
