In Connection With a Change in Control. If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing ninety (90) days immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:
(a) the equivalent of the Executive’s Base Salary in effect at the time of termination will continue to be paid during the Severance Period, less standard deductions and withholdings, to be paid during the Severance Period according to the Company’s regular payroll practices, subject to any delay in payment required by Section 4.6 in connection with the Release Effective Date;
(b) Executive’s target Bonus in effect at the time of termination, or if none, the last target Bonus in effect for Executive, less standard deductions and withholdings, to be paid in a lump sum within ten (10) days following the later of (i) the Release Effective Date, or (ii) the effective date of the Change in Control; and
(c) in the event the Executive timely elects continued coverage under COBRA, the Company will continue to pay the same portion of Executive’s COBRA health insurance premium as the percentage of health insurance premiums that it paid during the Executive’s employment, including any amounts that Company paid for benefits to the qualifying family members of the Executive, following the date of termination until the expiration of the COBRA Payment Period. Notwithstand...
In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the three (3) months immediately preceding or during the eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the vesting of any Time-Based Vesting Equity Awards granted to Executive shall be fully accelerated such that on the effective date of such termination (or if later, the date of the Change in Control) one hundred percent (100%) of any Time-Based Vesting Equity Awards granted to Executive prior to such termination shall be fully vested and immediately exercisable, if applicable, by the Executive. Treatment of any performance based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision.
In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or during the eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the vesting of the Option shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the Option and any other equity award shares granted to Executive prior to such termination shall be fully vested and immediately exercisable by the Executive.
In Connection With a Change in Control. A termination of Executive’s employment with the Company is “in Connection with a Change in Control” if Executive’s employment is terminated during that period either three (3) months prior to or twelve (12) months following a Change in Control, as applicable.
In Connection With a Change in Control. If, during the term of Executive’s employment under this Agreement and within twelve (12) months immediately following a Change of Control or within six (6) months immediately prior to such Change of Control, Executive’s employment with the Employer under this Agreement is terminated without Cause or for Good Reason, then the Employer shall pay to Executive, or in the event of his subsequent death, to his designated beneficiary or beneficiaries, or to his estate, as the case may be, in lieu of all claims under Section 5(d) of this Agreement, a severance payment in an amount equal to 200% of the sum of: i) his current rate of annual Base Salary in effect immediately preceding such termination and ii) the average of his last two years’ annual bonus(es) earned, if any, provided that such amount shall be paid in a single lump sum cash payment on the date described in Section 5(i) below and provided further that, for terminations under this Section 5(f) that occur before January 1, 2018, for any calendar year in which an annual bonus is not earnable under Section 3(e) above, the annual bonus amount used to determine the average will be equal to [30%] of the Executive’s highest Base Salary payable during the applicable prior year. The Executive also shall be entitled to the continued participation in benefits plan(s) as set out in Subsection 5(d)(1)(ii) of this Agreement, with “24” substituted for “12”. In addition, all unvested outstanding equity based awards held by the Executive on the date of the Executive’s termination of employment under this Section 5(f) shall vest. Any accrued but unused paid-time off, bonuses or short-term incentive compensation and vested benefits shall be paid as described in Section 5(b) of this Agreement. For purposes of this Agreement, a “Change in Control” shall be deemed to have occurred on the earliest of the following dates:
(i) The date any entity or person shall have become the beneficial owner of, or shall have obtained voting control over, 50% or more of the outstanding common stock of HoldCo;
(ii) The date HoldCo completes (x) a merger or consolidation of HoldCo with or into another corporation or other business entity (each, a “corporation”), regardless of whether HoldCo is the continuing or surviving corporation or pursuant to which any shares of common stock of HoldCo would be converted into cash, securities or other property of another corporation, other than a merger or consolidation of HoldCo in which the holders of ...
In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control (as defined below) of the Company which Change in Control is consummated after the first anniversary of the effective date of this agreement, the vesting of the Option and the Stock Award shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the Option and Stock Award shares shall be fully vested and immediately exercisable. Further, in the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or the twelve (12) months immediately following a Change in Control of the Company which Change in Control is consummated on or before the first anniversary of the effective date of this Agreement, the vesting of the Option and Stock Award shall be accelerated such that on the effective date of such termination fifty percent (50%) of the Option and Stock Award shares that are unvested as of the effective date of such termination shall be fully vested and immediately exercisable.
In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason within the ninety (90) days immediately preceding or during the eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the vesting of the Option, the RSU Award and any other time-based vesting Company equity awards granted to Executive shall be fully accelerated such that on the effective date of such termination (or, if later, the date of the Change in Control) one hundred percent (100%) of the equity award shares granted to Executive prior to such termination shall be fully vested and immediately exercisable, if applicable, by the Executive.
In Connection With a Change in Control. For purposes of this Agreement, a Termination of Employment with the Company is “In Connection with a Change in Control” if Executive incurs a Termination of Employment during the Employment Term either within (i) the period of time between the commencement of a tender offer or the Company and another party entering into a written agreement that contemplates a transaction the consummation of either of which would result in a Change in Control as defined in Subsections (i), (ii), (iv), (v) or (vi) of such definition and the occurrence of either the resulting Change in Control or the termination or expiration of the tender offer or the written agreement without the occurrence of a Change in Control, or (ii) twelve (12) months following a Change in Control (including without limitation a resulting Change in Control as described in the preceding clause (i)).
In Connection With a Change in Control. In the event that the Executive’s employment is terminated without Cause or for Good Reason or due to a Qualifying Resignation within the three (3) months immediately preceding or during the twelve (12) months immediately following a Change in Control of the Company (as defined in Section 4.5.5 of this Agreement), or within thirty (30) days following a Change in Control of the Company, the Executive terminates his employment for any or no reason, then (i) the vesting of any Time-Based Vesting Equity Awards shall be fully accelerated such that on the effective date of such termination (or if later, the date of the Change in Control) one hundred percent (100%) of any Time-Based Vesting Equity Awards granted to Executive prior to such termination shall be fully vested and immediately exercisable, if applicable, by the Executive, provided, however, that with respect to the Option granted pursuant to Section 3.3.2, in accordance with such Section 3.3.2, acceleration of the vesting shall only occur upon a Change in Control which is not related to the closing of the Sale of Cloudbreak, and (ii) the vesting of any Performance Equity Awards that were granted to Executive prior to the Effective Date will be accelerated at the target performance level.
In Connection With a Change in Control. For purposes of this Agreement, a Termination of Employment with the Company is “In Connection with a Change in Control” if Executive incurs a Termination of Employment either within (i) the period of time between the Company and another party entering into a written agreement that contemplates a transaction the consummation of which would result in a Change in Control as defined in Subsection (a), (b), or (d) of such definition and the occurrence of either the resulting Change in Control or the termination or expiration of the written agreement without the occurrence of a Change in Control, or (ii) twelve (12) months following a Change in Control (including without limitation a resulting Change in Control as described in the preceding clause (i)).
