Involuntary Termination Following a Change of Control. If within eighteen (18) months following a Change of Control (X)(i) Executive 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 Executive’s employment for other than Cause, and (Y) Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, then Executive shall receive the following severance from the Company:
Involuntary Termination Following a Change of Control. If within eighteen (18) months following a Change of Control (X)(i) Executive 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 Executive’s employment for other than Cause, and (Y) subject to Section 9(b) providing that Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, and then, subject to Section 9(c) and Section 9(h), Executive shall receive the following severance from the Company:
Involuntary Termination Following a Change of Control. If within twenty-four (24) months following a Change of Control (A) the Executive terminates his or her employment with the Company (or any parent or subsidiary of the Company) for "Good Reason" (as defined herein) or the Company (or any parent or subsidiary of the Company) terminates the Executive's employment for other than "Cause" (as defined herein), and (B) the Executive signs the Company's standard separation agreement and release of claims with the Company, then the Executive shall be entitled to receive the following severance benefits from the Company: (i) a lump sum amount equal to two (2) times the sum of (x) Executive's then-current base salary plus (y) a payment equal to Executive's annual bonus target for the performance year in which the Change in Control occurs, or if such amount is not determinable, Executive's annual bonus paid or payable, including any bonus or portion thereof which has been earned but deferred, for the most recently completed fiscal year; and
Involuntary Termination Following a Change of Control. If Executive’s employment is terminated by the Company or a successor entity without Cause or by Executive’s Resignation for Good Reason in either case within twelve (12) months following a Change of Control, Executive will receive payment for all salary and unpaid vacation accrued as of the date of Executive’s termination of employment, and, in addition, Executive will be entitled to receive the following severance benefits:
(i) continued payment of his base salary for a period of eighteen (18) months following the date of termination, in accordance with the Company’s normal payroll practices;
(ii) reimbursement of his premium cost for continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, for the lesser of the first eighteen (18) months of continuation coverage or that number of months until Executive becomes eligible for reasonably comparable benefits under any future employer’s health insurance plan, provided Executive makes a timely election for such continuation coverage and presents reasonably requested documentation of payment of such premiums;
(iii) payment of 150% of Executive’s current year discretionary cash bonus regardless of the Company’s or the Executive’s achievement of the goals referred to in Section 3.3 of this Agreement;
(iv) accelerated vesting of 100% of all the unvested option shares pursuant to the terms of Section 3.2(ii) of this Agreement; and
(v) reimbursement for up to $50,000 of expenses incurred in obtaining new employment, provided Executive submits evidence that is satisfactory to the Company that the amount involved was expended and related to obtaining new employment.
Involuntary Termination Following a Change of Control. If the Employee's employment with the Company terminates as a result of an Involuntary Termination at any time within twelve (12) months after a Change of Control, then Employee shall be entitled to the following severance benefits:
(i) the greater of (a) Employee's remaining term of employment base salary or (b) eighteen (18) months of base salary, payable in a lump sum within thirty (30) days of Employee's Involuntary Termination;
(ii) all stock options granted by the Company to the Employee prior to the Change of Control shall become fully vested and exercisable as of the date of the termination to the extent such stock options are outstanding and unexercisable at the time of such termination and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of the shares; and
(iii) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (ii) twelve (12) months from the termination date.
Involuntary Termination Following a Change of Control. If within eighteen (18) months following a Change of Control (X)(i) Executive 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 Executive's employment for other than Cause, and (Y) Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, then Executive shall receive the following severance from the Company:
(i) Severance Payment. Executive will be entitled to (i) receive continuing payments of severance pay (less applicable withholding taxes) at a rate equal to his base salary rate, as then in effect, for a period of eighteen (18) months from the date of such termination, to be paid periodically in accordance with the Company's normal payroll policies; and (B) a lump-sum payment equal to 100% of Executive's target annual bonus as of the date of such termination.
Involuntary Termination Following a Change of Control. If, within one year following a Change of Control of Key Energy, as that term is defined in Exhibit A, attached hereto, Executive’s employment is terminated involuntarily (i) by the Company other than for Cause (including because of Executive’s Disability as defined above) or (ii) automatically as a result of the Company’s providing Notice to Executive that automatic extension of the Employment Period shall not occur (if the Executive is ready and willing to continue employment with the Company), or (iii) Executive resigns with Good Reason, as that term is defined below, then in addition to any payment to which Executive may be entitled under Section 4(b), Executive also will be entitled to continued coverage for Executive and his dependents under the Company’s medical and dental benefit plans for 12 months at a cost to Executive equal to the cost of such coverage prior to his termination; provided, however, that such continued coverage shall immediately end upon obtainment of new employment and coverage under a similar welfare benefit plan (with the obligation to promptly report such new coverage to the Company). The period of subsidized coverage shall be applied against the period of continued coverage that would otherwise be required to be provided under applicable law.
Involuntary Termination Following a Change of Control. If on or within six (6) months following a Change of Control the Company (or any parent or subsidiary of the Company) terminates Executive’s employment without Cause, or the Executive resigns from such employment for Good Reason, and Executive signs and does not revoke a standard release of claims with the Company in a form reflected in Exhibit “A” hereto, provided that such release of claims becomes effective and irrevocable no later than sixty (60) days following the termination date or such earlier date required by the release agreement (such deadline, the “Release Deadline”), then subject to this Section 3 and in lieu of any severance benefits under Section 3(a), Executive will receive the following:
Involuntary Termination Following a Change of Control. In the event that Employee's employment is terminated as a result of an Involuntary Termination other than for Cause at any time within 24 months following the effective date of a Change of Control, then Employee will be entitled to receive immediate accelerated vesting pursuant to this Section 2(b), of all stock options to purchase the Company's Common Stock granted to Employee over the course of his employment with the Company and held by Employee on the date of termination of employment.
Involuntary Termination Following a Change of Control. In the event that Employee's employment is terminated as a result of an Involuntary Termination at any time within six (6) months following the effective date of a Change of Control, then, to the extent not limited by the provisions of Section 5, that portion of all stock and options to purchase the Company's Common Stock granted to Employee over the course of his or her employment with the Company and held by Employee on the date of termination of employment shall become immediately vested on such date as to that number of shares that would have vested in accordance with the terms of such option or stock purchase agreement, as the case may be, (assuming that Employee had remained in Continuous Status as an Employee, as defined in the relevant plan and option agreement, for twelve (12) months after the date of termination of employment) as of the date twelve (12) months after the date of termination of employment and each such option (if any) shall be exercisable in accordance with the provisions of the option agreement and plan pursuant to which such option was granted.
