Consequences of a Change in Control. (a) Upon the closing of a Change in Control (as defined below), the time period that the Executive shall have to exercise all vested stock options and other awards that the Executive may have under the Plan (including the Initial Grant) or any successor equity compensation plan as may be in place from time to time shall be equal to the shorter of: (i) twelve (12) months days after termination, or (ii) the remaining term of the award(s).
(b) If within one year after the occurrence of a Change in Control, the Executive terminates his employment with the Company for Good Reason or the Company terminates the Executive's employment for any reason other than death, Disability or Cause, the Company (or the then former Company subsidiary employing the Executive), or the consolidated, surviving or transferee person in the event of a Change in Control pursuant to a consolidation, merger or sale of assets shall pay and the Executive shall be entitled to receive from the Company (i) the portion of the Base Salary for periods prior to the effective date of termination accrued but unpaid (if any); (ii) all unreimbursed expenses (if any), subject to Section 7(b); (iii) an aggregate amount (the “Change in Control Severance Amount”) equal to two times the sum of the Base Salary plus an amount equal to the bonus that would be payable if the “target” level performance were achieved under the Company's annual bonus plan (if any) in respect of the fiscal year during which the termination occurs (or the prior fiscal year if bonus levels have not yet been established for the year of termination); and (iv) the payment or provision of any Other Benefits. The Change in Control Severance Amount shall be paid in a lump sum, if the Change in Control event constitutes a “change in the ownership” or a “change in the effective control” of the Company or a “change in the ownership of a substantial portion of a corporation's assets” (each within the meaning of Section 409A), or in 48 substantially equal payments, if the Change in Control event does not so comply with Section 409A. The lump sum amount shall be paid, or the installment payments shall commence, as applicable, on the first scheduled payroll date (in accordance with the Company's payroll schedule in effect for the Executive immediately prior to such termination) that occurs on or following the date that is 30 days after the Executive's termination of employment; provided, however, that the payment of such severance amount is su...
Consequences of a Change in Control. If there is a Change in Control Event (regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan)) and you were employed by the Company on the effective date of such Change in Control Event, your unvested stock options become 100% vested on the effective date of such Change in Control Event, and shall remain exercisable through the period ending on the earlier of:
Consequences of a Change in Control. Upon a Change in Control, all amounts, entitlements or benefits in which the Executive is not yet vested shall become fully vested including, without limitation, all outstanding options which shall remain exercisable through the end of their regularly scheduled term. In the event that any payment or benefit made or provided to or for the benefit of the Executive in connection with this Agreement, the Executive's employment with the Company, or the termination thereof (a "Payment") is determined to be subject to any excise tax ("Excise Tax") imposed by Section 4999 of the Code (or any successor to such Section), the Company shall pay to the Executive, prior to the time any Excise Tax is payable with respect to such Payment (through withholding or otherwise), an additional amount which, after the imposition of all income, employment, excise and other taxes, penalties and interest thereon, is equal to the sum of (i) the Excise Tax on such Payment plus (ii) any penalty and interest assessments associated with such Excise Tax. The determination of whether any Payment is subject to an Excise Tax and, if so, the amount to be paid by the Company to the Executive and the time of payment shall be made by an independent auditor (the "Auditor") selected jointly by the Parties and paid by the Company. Unless the Executive agrees otherwise in writing, the Auditor shall be a nationally recognized United States public accounting firm that has not, during the two years preceding the date of its selection, acted in any way on behalf of the Company or any of its Affiliates. If the Parties cannot agree on the firm to serve as the Auditor, then the Parties shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor.
Consequences of a Change in Control. In the event of a change in control, the Executive’s entitlements relating to a Change in Control of the Company shall be determined in accordance with the Employment Continuation Agreement, Exhibits B and C of this Employment Agreement and any other post-Effective Date documents relating to Executive benefits upon a change in control of the Company. In no event shall any payments or benefits due the Executive pursuant to the Employment Continuation Agreement be duplicated pursuant to this agreement.
Consequences of a Change in Control. (i) Upon Executive's termination of employment pursuant to Section 9(d) following a Change in Control, the Executive shall be entitled to the benefits provided in Section 9(d) above as well as to the benefits provided in Section 9(f)(ii).
(ii) Immediately following a Change in Control, the Executive's then unvested stock options shall fully vest and shall remain exercisable for the balance of their stated term.
Consequences of a Change in Control. Notwithstanding anything to the contrary set forth under “Employment Requirements” above, in the event that your employment is terminated by the Company without Cause (as defined below) or you resign your employment for Good Reason (as defined below), in each case within thirty-six months after the effective date of a Change in Control Event (regardless of whether such event also constitutes a Reorganization Event (as defined in the Plan)) and you were employed by the Company on the effective date of such Change in Control Event, then your unvested options will become 100% vested as of your last day of employment, and the vested option award shall remain exercisable through the period ending on the earlier of:
Consequences of a Change in Control. Upon or after a Change in Control which results in a change in control of the Board of Directors and a change in any of the Employees’ duties and responsibilities, the Employee shall be entitled to the same benefits as if his employment had been terminated due to death.
Consequences of a Change in Control. (i) Upon a Change in Control where the Company is not the surviving corporation (or survives only as a subsidiary of another corporation), all outstanding SARs that are not exercised at the time of the Change in Control shall be assumed by, or replaced with grants that have comparable terms by, the surviving corporation (or a parent or subsidiary of the surviving corporation). After a Change in Control, references to the “Company” herein shall include its successor in the transaction, subject to applicable law.
(ii) In the event of a Change in Control, if the Company is not the surviving corporation (or survives only as a subsidiary of another corporation) as a result of the Change in Control and the SARs are assumed by, or replaced with an award with comparable terms by, the surviving corporation (or parent or subsidiary of the surviving corporation) and the Participant’s employment or service is terminated by the Employer without Cause upon or following a Change in Control and before the SARs are fully vested in accordance with the vesting schedule set forth in Section 3(a) above, any unvested portion of the SARs shall become fully vested upon such termination of employment or service.
(iii) In the event that the surviving corporation (or a parent or subsidiary of the surviving corporation) does not assume or replace the SARs with a grant that has comparable terms, and the Participant is employed by, or providing services to, the Employer on the date of the Change in Control, any unvested portion of the SARs shall become fully vested and exercisable upon the date of the Change in Control.
Consequences of a Change in Control. Upon Executive's termination of employment pursuant to Section 7.2 or 7.6 within a six (6) month period following or at any time within the three (3) month period prior to a Change in Control, Executive shall be entitled to the benefits provided in Section 7.2 above, except that (a) the amount payable pursuant to Section 7.2(c) shall be twenty one (21) months of the Executive's Base Salary and (b) the amount payable pursuant to section 7.2(b) shall be pro rata annual target bonus for a twenty one (21) month period at target performance levels. Additionally, all amounts, entitlements or benefits in which Executive is not yet vested shall become fully vested including, without limitation, all outstanding options, which shall remain exercisable for one year from the date of termination.
Consequences of a Change in Control. (i) upon Executive's termination of employment pursuant to Section 9(b), following a Change in Control, Executive shall be entitled to:
(A) the Accrued Rights;
(B) continued payment of the Base Salary and Minimum Bonus for the remainder of the Employment Term determined as if such termination had not occurred;
(C) all Options and Units not vested shall become fully vested. Following Executive's termination of employment following a Change in Control, except as set forth in this Section 9 (c), Executive shall have no further rights to any compensation or any benefits under this Agreement.
