Exceptions to Benefit Entitlement. In no event shall an employee, whether or not otherwise an Eligible Employee, receive benefits under the Plan in any of the following circumstances, as determined by the Company in its sole discretion:
(i) The employee has executed an individually negotiated employment contract or agreement with the Company relating to option acceleration benefits in the event of a change in control that is in effect on his or her termination date.
(ii) The employee's employment with the Company is terminated other than in a Covered Termination.
(iii) The employee voluntarily terminates employment with the Company in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company or an Affiliate.
(iv) The employee is offered immediate reemployment by a successor to the Company or by a purchaser of its assets, as the case may be, following the Change in Control. For purposes of the foregoing, "immediate reemployment" means that the employee's employment with the successor to the Company or the purchaser of its assets, as the case may be, results in uninterrupted employment such that the employee does not suffer a significant lapse in pay as a result of the change in ownership of the Company or the sale of its assets.
Exceptions to Benefit Entitlement. An employee who otherwise is an Eligible Employee will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Company in its sole discretion:
(1) The employee is covered by any other severance or separation pay plan, policy or practice of the Company or has executed an individually negotiated employment contract or agreement with the Company relating to severance benefits, in either case with respect to severance benefits payable upon an event that constitutes a Qualifying Termination (used herein as defined herein), and such agreement, plan, policy or practice is in effect on his or her termination date. In such case, the employee’s severance benefit upon a Qualifying Termination, if any, shall be governed by the terms of such agreement, plan, policy or practice and shall be governed by this Plan only to the extent that (i) the employee elects to waive and release all claims and rights the employee has to severance pay or benefits upon a Qualifying Termination under such agreement, plan, policy, or practice or (ii) the reduction pursuant to Section 3(c) below does not entirely eliminate benefits under this Plan.
(2) The employee’s employment terminates other than as a result of a Qualifying Termination (including a termination for Cause prior to the effective date of a previously scheduled Qualifying Termination, a termination as a result of death or disability, or the employee voluntarily terminates employment with the Company other than as a Resignation for Good Reason. Voluntary terminations include, but are not limited to, resignation, retirement, failure to return from a leave of absence on the scheduled date and/or termination in order to accept employment with another entity (including but not limited to any entity that is wholly or partly owned (directly or indirectly) by the Company or an affiliate of the Company.)).
(3) The employee has not signed an enforceable Proprietary Agreement covering the employee’s period of employment with the Company (and with any predecessor) and does not confirm in writing that he or she is and shall remain subject to the terms of that Proprietary Agreement.
(4) Following notice of a Qualifying Termination, the employee’s behavior rises to level of Cause for termination.
Exceptions to Benefit Entitlement. An employee who otherwise is an Eligible Employee will not receive benefits under the Plan in any of the following circumstances, as determined by the Company in its sole discretion:
(i) The employee has executed an individually negotiated employment contract or agreement with the Company relating to severance benefits or change in control benefits that is in effect on his or her termination date.
(ii) The employee's employment with the Company is involuntarily terminated by the Company other than as an Involuntary Termination without Cause.
(iii) The employee voluntarily terminates employment with the Company and such termination does not constitute a Constructive Termination. Voluntary terminations include, but are not limited to, resignation, retirement or failure to return from a leave of absence on the scheduled date.
(iv) The employee voluntarily terminates employment with the Company in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company or an affiliate of the Company.
Exceptions to Benefit Entitlement. Employee will not receive benefits under this Agreement in the following circumstances, as determined by the Company in its sole discretion:
(i) Employee voluntarily terminates employment with the Company in order to accept employment with another entity that is controlled (directly or indirectly) by the Company or is otherwise an affiliate of the Company;
(ii) Employee is offered immediate reemployment by a successor to the Company or by a purchaser of its assets, as the case may be, following a change in the ownership of the Company or a sale of all or substantially all the assets of a division or business unit of the Company. For purposes of the foregoing, “immediate reemployment” means that Employee’s employment with the successor to the Company or the purchaser of its assets, as the case may be, results in uninterrupted employment such that Employee suffers neither (i) a substantial reduction in Employee’s duties or responsibilities (and not simply a change in title or reporting relationships) in effect immediately prior to the effective date of the Change in Control, nor (ii) a lapse in pay as a result in the change in ownership of the Company or the sale of its assets; or
(iii) Employee does not confirm in writing that [he][she] shall be subject to the Company’s Employee Proprietary Information and Invention Assignment Agreement.
Exceptions to Benefit Entitlement. An employee, whether or not otherwise an Eligible Employee, will not receive benefits under the Plan in any of the following circumstances, as determined by the Company in its sole discretion:
(i) The employee has executed an individually negotiated employment contract or agreement with the Company relating to severance benefits or change of control benefits that is in effect on his or her termination date.
(ii) The employee’s employment with the Company is involuntarily terminated by the Company for Cause.
(iii) The employee voluntarily terminates employment with the Company and such termination does not constitute a Good Reason Resignation. Voluntary terminations include, but are not limited to, resignation, retirement or failure to return from a leave of absence on the scheduled date.
Exceptions to Benefit Entitlement. Except as otherwise provided in an individual Participation Agreement, an employee who otherwise is an Eligible Employee will not receive benefits under the Plan in the following circumstances, as determined by the Plan Administrator in its sole discretion:
(1) The employee is terminated by the Company Group for any reason or voluntarily terminates employment with the Company Group and in either case, such termination does not constitute a Covered Termination. Voluntary terminations include, but are not limited to, resignation, retirement or failure to return from a leave of absence on the scheduled date.
(2) The employee voluntarily terminates employment with the Company Group in order to accept employment with another entity that is wholly or partly owned (directly or indirectly) by the Company Group.
(3) The employee is offered an identical or substantially equivalent or comparable position within the Company Group. For purposes of the foregoing, a “substantially equivalent or comparable position” is one that provides the employee substantially the same level of responsibility and compensation.
(4) The employee is offered immediate reemployment by a successor to the Company or another member of the Company Group or by a purchaser of the Company’s assets, as the case may be, following a Change in Control. For purposes of the foregoing, “immediate reemployment” means that the employee’s employment with the successor to the Company or another member of the Company Group or the purchaser of its assets, as the case may be, results in uninterrupted employment such that the employee does not incur a lapse in pay or benefits as a result of the change in ownership of the Company or the sale of its assets.
(5) The employee is rehired by a member of the Company Group and recommences employment prior to the date benefits under the Plan are scheduled to commence.
(6) The employee is employed, engaged or located outside the United States in a jurisdiction where, in the case of a purchase of the Company’s assets, the employee’s employment automatically transfers by operation of law from the Company Group to such purchaser on the same (or substantially the same) terms and conditions of employment and with continuity of employment preserved.
Exceptions to Benefit Entitlement. An employee, including an employee who otherwise is an Eligible Employee, will not receive benefits under the Plan (or will receive reduced benefits under the Plan) in the following circumstances, as determined by the Plan Administrator in its sole discretion:
(i) With respect to the benefits provided pursuant to Section 4(a)(i):
(1) The employee has executed an individually negotiated employment contract or agreement with the Company relating to change in control benefits (except those provided pursuant to an equity compensation plan or program maintained by the Company) that is in effect on the effective date of a Change in Control and which provides benefits that the Plan Administrator, in its sole discretion, determines to be of greater value than the benefits provided for in this Plan, in which case such employee’s change in control benefit, if any, shall be governed by the terms of such individually negotiated employment contract or agreement and shall be governed by this Plan only to the extent that the reduction pursuant to Section 5(b) below does not entirely eliminate benefits under this Plan.
(ii) With respect to the benefits provided pursuant to Section 4(a)(ii):
(1) The employee has executed an individually negotiated employment contract or agreement with the Company relating to severance or change in control benefits (except those provided pursuant to an equity compensation plan or program maintained by the Company) that is in effect on his or her termination date and which provides benefits that
Exceptions to Benefit Entitlement. Executive will not be entitled to benefits under this Agreement in any one or more of the following circumstances:
(i) Executive’s employment terminates or is terminated for any reason other than a Covered Termination.
(ii) Executive does not confirm in writing that he or she shall be subject to the Company’s Confidential Information and Invention Assignment Agreement (the “Confidentiality Agreement”).
(iii) Executive has failed to timely execute or has revoked the Release described in Section 3(a).
(iv) Executive has failed to return all Company Property. For this purpose, “Company Property” means all paper and electronic Company documents (and all copies thereof) created and/or received by Executive during his or her period of employment with the Company (or any Affiliate) and other Company (or Affiliate) materials and property which Executive has in his or her possession or control, including, but not limited to, files, notes, drawings records, plans, forecasts, reports, studies, analyses, proposals, agreements, financial information, research and development information, sales and marketing information, operational and personnel information, specifications, code, software, databases, computer-recorded information, tangible property and equipment (including, but not limited to, leased vehicles, computers, computer equipment, software programs, facsimile machines, mobile telephones, servers), credit and calling cards, entry cards, identification badges and keys; and any materials of any kind which contain or embody any
