Involuntary Termination Following a Change in Control. If Executive is subject to an Involuntary Termination that occurs within twelve months following a Change in Control and Executive satisfies the conditions described in Section 2(b) below, then:
(i) the Company shall continue to pay such Executive’s Base Salary for a period of six months following such Executive’s Separation, generally in accordance with the Company’s standard payroll procedures;
(ii) the Company shall pay the Executive a lump-sum cash amount equal to Executive’s annual target bonus established by the Company for the fiscal year in which Executive’s Separation occurs, prorated based on the number of days that Executive was employed by the Company during such fiscal year;
(iii) If Executive timely elects continued coverage under COBRA, the Company shall pay the same portion of the monthly premium under COBRA as it pays for active employees and their eligible dependents until the earliest of (a) the last day of the period ending on the date that is 6 months following such Executive’s Separation, (b) the expiration of Executive’s continuation coverage under COBRA or (c) the date when Executive becomes eligible for substantially equivalent health insurance coverage in connection with new employment. Notwithstanding the foregoing, if the Company determines in its sole discretion that it cannot provide the foregoing subsidy of COBRA coverage without potentially violating or causing the Company to incur additional expense as a result of noncompliance with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company instead will pay Executive a taxable monthly payment in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue the group health coverage in effect on the date of Executive’s Separation for Executive and Executive’s eligible dependents pursuant to the Company’s health insurance plans in which Executive or Executive’s eligible dependents participated as of the day of Executive’s Separation (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Executive elects COBRA continuation coverage; and
(iv) Executive shall vest in all of Executive’s remaining unvested equity awards.
Involuntary Termination Following a Change in Control. If within twelve (12) months following a Change in Control (i) Executive terminates his or her employment with the Company (or any parent, subsidiary or successor of the Company) for Good Reason (as defined herein) or (ii) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment without Cause (as defined herein), and Executive signs and does not revoke the release of claims required by Section 5, Executive will receive the following severance benefits from the Company:
Involuntary Termination Following a Change in Control. If the Employee’s employment terminates as a result of Involuntary Termination that occurs on or within twelve (12) months following a Change in Control, and provided the Employee has satisfied the Release requirement provided in Section 4, then subject to the payment timing rules in Section 11(h), the Company will provide the Employee the following severance benefits:
(i) a lump sum severance payment equal to the sum of:
(1) 150% of the Employee’s Base Compensation,
(2) 100% of the Employee’s annual Target Bonus, and
(3) $72,000 (which the Employee may, but is not required to, use to obtain continued health insurance coverage); and
(ii) the vesting of each of the Employee’s then-outstanding compensatory equity awards granted under any of the Company’s equity incentive plans that provide for time-based vesting such that (A) each of the Employee’s then‑outstanding stock options, stock appreciation rights and similar equity awards will accelerate vesting in full and become exercisable, (B) each of the Employee’s then‑outstanding restricted stock, restricted stock unit awards and similar equity awards will accelerate vesting in full. For the avoidance of doubt, this Section 3(b)(i)(1) will not be deemed to waive the satisfaction of any performance‑based condition contained in any then‑outstanding compensatory equity award, and the treatment of any performance‑based condition in connection with a Change in Control will be subject to the terms and conditions of such equity award approved at the time of grant. Subject to the payment timing rules in Section 11(h), any severance payments and benefits under Section 3(b) will be paid on the later of (x) ten (10) business days after the effective date of the Release and (y) the date of the Employee’s Involuntary Termination.
Involuntary Termination Following a Change in Control. If the Option is assumed by the successor corporation (or its parent) or is otherwise continued in effect pursuant to the terms of the Change in Control transaction but an Involuntary Termination of Optionee is effected within twelve (12) months following such Change in Control, then all of the Option Shares at the time subject to the Option shall automatically become Vested Shares on an accelerated basis and the Option shall immediately become exercisable for all of the Option Shares. The Option shall remain so exercisable until the earlier of (a) the Expiration Date or (b) the expiration of the one year period measured from the date of Optionee’s Involuntary Termination.
Involuntary Termination Following a Change in Control. If a Participant incurs an Involuntary Termination of Service on or prior to the second anniversary of the closing of a Change in Control, the Replacement Units will vest based on the following schedule: (i) if such Change in Control occurred on or before the first anniversary of the Grant Date, then on the effective date of the Participant’s Involuntary Termination the Participant shall vest in a portion of the Replacement Units, determined by multiplying the number of unvested Replacement Units by a fraction, the numerator of which is the number of full months elapsed from the Grant Date through the effective date of such Involuntary Termination (with any month in which at least 15 days has passed to be deemed a full month for purposes of the foregoing, and in any event not to exceed 12 months), and the denominator of which is 36, and any Replacement Units that do not vest after giving effect to the foregoing sentence shall be immediately cancelled and forfeited, and (ii) if such Change in Control occurred after the first anniversary of the Grant Date, then any Replacement Units that are unvested as of immediately prior to the Participant’s Involuntary Termination shall vest as of the effective date of such Involuntary Termination. With respect to any Replacement Units that vest as a result of the foregoing sentence, the “Vesting Date” as used in this Agreement shall mean the effective date of the Participant’s Involuntary Termination.
Involuntary Termination Following a Change in Control. To the extent the Repurchase Right is assigned to the successor entity (or parent company) in connection with a Change in Control, no accelerated vesting of the Purchased Shares shall occur upon such Change in Control, and the Repurchase right shall continue to remain in full force and effect in accordance with the provisions of the Issuance Agreement. The Participant shall, over Participant's period of Service following the Change in Control, continue to vest in the Purchased Shares in one or more installments in accordance with the provisions of the Issuance Agreement. However, immediately upon an Involuntary Termination of Participant's Service within twelve (12) months following the Change in Control, the Repurchase Right shall terminate automatically with respect to the Purchased Shares in an amount equal to the number of Purchased Shares that would have become vested during the twelve (12)-month period following the Involuntary Termination in accordance with the Vesting Schedule indicated in the Issuance Agreement if the Participant had remained in Service through that date.
Involuntary Termination Following a Change in Control. If at any time within the Determination Period for a Covered Employee following a Change in Control (i) such Covered Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) terminates such Covered Employee’s employment for other than Cause, death or permanent disability, then such Covered Employee shall receive the following Severance Benefit from the Company:
Involuntary Termination Following a Change in Control. If upon or within twelve (12) months following a Change in Control (i) Executive terminates his or her employment with the Company (or any successor of the Company) for Good Reason (as defined herein) or (ii) the Company (or any successor of the Company) terminates Executive’s employment without Cause (as defined herein), and Executive signs and does not revoke the release of claims as required by Section 4, Executive will receive (in addition to any accrued but unpaid salary, expense reimbursement and vested benefits payable in accordance with applicable law and under any Company-provided plans, policies and arrangements) the following severance benefits from the Company:
Involuntary Termination Following a Change in Control. If the Participant’s Service terminates as a result of Involuntary Termination Following a Change in Control, then (i) the Option, to the extent unexercised and exercisable for Vested Shares on the date on which the Participant’s Service terminated, may be exercised by the Participant (or the Participant’s guardian or legal representative) at any time prior to the expiration of ninety (90) days after the date on which the Participant’s Service terminated, but in any event no later than the Option Expiration Date, and (ii) the number of Vested Shares shall be increased as provided by the Retention and Severance Plan; provided, however, that the cumulative number of Vested Shares shall not exceed the Number of Option Shares.
Involuntary Termination Following a Change in Control. If the Option is assumed by the successor corporation (or the parent thereof) or is otherwise continued in effect pursuant to the terms of the Change in Control transaction and Optionee is Involuntary Terminated within twelve months following such Change in Control, then the Option Shares at the time subject to the Option shall automatically become Vested Shares on an accelerated basis, and the Option shall immediately become exercisable for the lesser of (a) 25% of the Option Shares subject to the Option at the time of grant or (b) all of the remaining Unvested Shares. The Option shall remain so exercisable until the earlier of (i) the Expiration Date or (ii) the expiration of the one year period measured from the date of the Optionee’s Involuntary Termination.
