Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally.
Effect of Termination Following Change in Control. In the event of a Change in Control and a subsequent termination of the Employee's employment during the Employment Period, either by the Company as a Termination Without Cause or by the Employee for Good Reason (as defined below), (i) the Employee shall be entitled to receive the same payments and other rights as provided for in Sections 10(a) hereof, (ii) the Employee shall be entitled to receive a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, with the amount of such payment to be the aggregate amount of the Employee's base salary as in effect immediately prior to such termination payable over the period of months specified in Annex A, but discounted to present value from the dates such payments would otherwise be made to the Employee, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code as in effect at the time of payment, (iii) if such termination occurred within 12 months following the effective date of a Change in Control, any options held by the Employee as of such effective date to purchase shares of the Company's stock that were not vested and exercisable as of such date of termination shall become immediately and fully vested and exercisable as of such date of termination and (iv) the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 12 months following the date of such termination or (b) the expiration of the original full term of each such option.
Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof,
Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive's employment, either by the Company as a Termination Without Cause or by the Executive for Good Reason, whether or not such termination is during the Employment Period, the Executive shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof and (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the Executive's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 72 (i.e., that would have been payable on a semi-monthly basis during the 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment. In addition, upon any such Termination Without Cause or for Good Reason that occurs within six months following the effective date of a Change in Control, the Executive shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b) the expiration of the original full term of each such option.
Effect of Termination Following Change in Control. If, within the six-month period prior to or within 12 months following a Change in Control (as defined below), Executive becomes no longer employed by the Company or its acquiror or successor or any affiliate thereof as a result of a termination of Executive’s employment either as a Termination Without Cause or a Termination For Good Reason, Executive shall be entitled to receive (i) the payments and other rights provided in Section 7(c) hereof and (ii) a lump sum cash severance payment, paid within 15 days after the later of the date of termination or the date of the Change in Control, equal to the sum of Executive’s monthly base salary (as in effect immediately prior to such termination) and the Pro‑Rata Bonus Amount (as defined below) multiplied by 12, but discounted to present value from the dates such payments would be made if paid on a monthly basis for such 12-month period, based on the 100% short‑term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), as in effect at the time of payment.
Effect of Termination Following Change in Control. In the event your employment with the Company is terminated, whether by you or the Company, within 36 months following the date of occurrence of any event constituting a Change in Control (recognizing that more than one such event may occur in which case the 36-month period will run from the date of occurrence of each such event), you will be entitled to the following respective benefits: --------------------- -3- April 29, 1999
Effect of Termination Following Change in Control. If there is a Change in Control of the Company during the Performance Period, and the Participant incurs a Termination on or following such Change in Control this Award shall vest as to the number of Contingently Earned PSUs (which number may be zero) on the later to occur of such Termination Date or the date on which all or a portion of the PSUs become Contingently Earned PSUs pursuant to Section 3(b), as applicable; provided, however, to the extent such Change in Control occurs prior to the end of the Performance Period, the Board or Committee may elect in its discretion to (i) deem that number of Contingently Earned PSUs equal the Target Amount as of the Change in Control, or (ii) determine the number of Contingently Earned PSUs based on actual performance as of the Change in Control. Any PSUs not vested pursuant to this Section 4(b) shall be forfeited to the Company. Nothing in this Section 4(d) is intend to limit the authority of the Board or the Committee to make adjustments to the Award pursuant to Section 25(b) of the Plan.
Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive's employment within 36 months immediately following such Change in Control, either by the Company as a Termination Without Cause or by the Executive for Good Reason, whether or not such termination is during the Employment Period ( a “Change in Control Termination”), the Executive shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the Executive's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 72 (i.e., that would have been payable on a semi-monthly basis during the 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Executive is entitled under Section 5(c) hereof for a period of 36 months from the date of the Executive's termination of employment, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Executive, but excluding any applicable tax consequences for the Executive) as in effect from time to time for officers of the Company generally. In addition, upon any such Change in Control Termination , the Executive shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b) the expiration of the original full term of each such option.
Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive’s employment following such Change in Control, either by the Company as a Termination Without Cause or by the Executive for Good Reason, whether or not such termination is during the Employment Period (a “Change in Control Termination”), the Executive shall be entitled to receive (i) the payments and other rights provided in Section 8(a) hereof, (ii) a severance payment payable no later than forty-five (45) days after the effective date of determination in the amount of one and a half (1.5) times the Executive’s base salary and (1) times bonus amount as defined herein (as in effect immediately prior to such termination) and (iii) if the Executive elects COBRA coverage, the Company shall continue to pay the difference between an amount equal to the Executive’s share of pre-termination group health plan costs and the cost of COBRA coverage for a period of twelve (12) months following the termination of the Executive’s employment with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Executive, but excluding any applicable tax consequences for the Executive) as in effect from time to time for officers of the Company generally. In addition, upon any such Change in Control Termination, the Executive shall retain the right to exercise any options to purchase shares of the Company’s stock until the earlier of (i) twenty-four (24) months following the date of such termination or (ii) the expiration of the original full term of each such option.
Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive’s employment, either by the Company as a consequence of the Change in Control or any other Termination Without Cause or by the Executive for Good Reason, then (i) Executive shall be entitled to receive (A) the payments and other rights provided in Section 9(b) of this Agreement and (B) the benefits and other rights provided in Section 10(a) of this Agreement; and (ii) the Initial Stock Option and shares of the Initial Restricted Stock Award held by the Executive and not then vested shall become immediately and fully vested as of the effective date of the termination.
