INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. 1. The exercisability of the option shall not accelerate upon the occurrence of a Change in Control, and the option shall, over Optionee's continued period of Service after the Change in Control, continue to become exercisable for the Option Shares in accordance with the provisions of the Option Agreement. However, immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following the Change in Control, the exercisability of this option, to the extent the option is at the time outstanding but not otherwise fully exercisable, shall automatically accelerate so that the option shall immediately become fully exercisable for all the Option Shares at the time subject to the option and may be exercised for any or all of those shares as fully vested shares of Common Stock at any time prior to the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)-year period measured from the date of the Involuntary Termination.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. 1. To the extent the Repurchase Right is assigned to the successor corporation (or parent thereof) in a Change in Control or is otherwise continued in full force and effect pursuant to the terms of the Change in Control transaction, no accelerated vesting of the Purchased Shares shall occur upon such Change of 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.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. If during the term of this Agreement the Company shall be subject to a Change in Control (as defined below) and within twelve (12) months thereafter (i) the Company or its successor terminates the employment of Executive involuntarily and without Business Reasons or (ii) a Constructive Termination occurs, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of two (2) years following the Termination Date, payable in accordance with the Company's regular payroll schedule as in effect from time to time, (B) any bonus payment previously fixed and declared by the Board or its Compensation Committee on behalf of Executive and not previously paid to Executive, (C) acceleration in full of vesting of all outstanding stock options held by Executive (and in this regard all options held by Executive shall remain exercisable for ninety (90) days following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement)), (D) forgiveness by the Company of all outstanding principal and interest due to the Company under indebtedness incurred by Executive to purchase shares of capital stock of the Company, (E) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits through a third party carrier, at the Company's election) for a period of not less than 18 months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion, with the cost of such coverage to be paid by the Company for 18 months and by Executive for any period beyond 18 months, and (F) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, the Company shall not be required to continue to pay the Base Salary specified in clause (A) hereof for any period following the Termination Date if Executive violates the noncompetition agreement set forth in Section 13 during the three (3) year period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) hereof, to the extent the same relates to any period following the Termination Date.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. 1. No accelerated vesting of the Purchased Shares shall occur upon a 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 continued period of Service after the Change in Control, continue to vest in the Purchased Shares in accordance with the provisions of the Issuance Agreement. However, immediately upon an Involuntary Termination of Participant's Service within eighteen (18) months following the Change in Control, the Repurchase Right shall terminate automatically and all the Purchased Shares shall vest in full.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. 1. To the extent the Option does not accelerate, in connection with a Change in Control, the Option shall continue, over Optionee's period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following such Change in Control, the Option (or any replacement grant), to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those shares as fully vested shares of Common Stock.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. 1. To the extent the Option is, in connection with a Change in Control transaction, to be assumed or otherwise continued in full force or effect in accordance with Paragraph 6 of the Option Agreement, the Option shall not accelerate upon the occurrence of that Change in Control, and the Option shall accordingly continue, over Optionee's period of Service after the Change in Control, to become exercisable for the Option Shares in one or more installments in accordance with the provisions of the Option Agreement. However, immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following such Change in Control, the Option, to the extent outstanding at the time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall become immediately exercisable for all the Option Shares at the time subject to the Option and may be exercised for any or all of those Option Shares as fully vested shares.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. In the event that upon or within eighteen (18) months following the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the vesting of the Earned Units determined in accordance with Section 9.1(a) in excess of the number of Accelerated Units shall be deemed Vested Units effective as of the date of the Participant’s Involuntary Termination and shall be settled in accordance with Section 6, treating the date of the Participant’s termination of Service as the Vesting Date, and provided that payment for each Vested Unit shall be made in the amount and in the form of the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a Share on the effective date of the Change in Control was entitled (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares).
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. In the event of the Participant’s Involuntary Termination upon or within twelve (12) months following a Change in Control in which the Option has been either (a) assumed, continued or replaced with a substantially equivalent option for the Acquiror’s capital stock in accordance with Section 8.1 (the “Assumed Option”) or (b) canceled in exchange for payment in accordance with Section 13.1(c) of the Plan (the “Cash-Out Payment”), any portion of which remains unvested as of the date of such Involuntary Termination, then on the date of such Involuntary Termination (i) the Assumed Option shall become immediately vested and exercisable in full, and may be exercised during the applicable period described in Section 7, and (ii) the Cash-Out Payment shall become immediately vested in full and shall be paid on such date.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. 1. The Option Shares shall not vest, and the Corporation's repurchase rights shall not lapse, on an accelerated basis upon the occurrence of a Change in Control, and the Option Shares shall, over Optionee's period of Service following the Change in Control, continue to vest in one or more installments in accordance with the provisions of the Option Agreement. However, immediately upon an Involuntary Termination of Optionee's Service within eighteen (18) months following the Change in Control, all the Option Shares at the time subject to the Option but not otherwise vested shall automatically vest in full and the Corporation's repurchase rights shall immediately lapse so that the Option shall immediately become exercisable for all of the Option Shares as fully-vested shares and may be exercised for any or all of those vested Option Shares. The Option shall remain exercisable for such vested Option Shares until the earlier of (i) the Expiration Date or (ii) the expiration of the one (1)- year period measured from the effective date of the Involuntary Termination, whereupon the Option shall terminate and cease to be outstanding.
INVOLUNTARY TERMINATION FOLLOWING CHANGE IN CONTROL. (a) In the event Executive's employment is involuntarily terminated at any time by the Company without Cause either at the time of or within thirteen (13) months following the occurrence of a Change-in-Control, such termination of employment will be a Termination Event and the Company shall pay Executive the compensation and benefits described in Article III.
