Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen (18) months after a Change of Control, then Executive shall be entitled to the following severance benefits:
(i) An amount equal to the sum of 12 months of Executive’s annual base salary as in effect on the Termination Date, plus one times Executive’s target annual bonus for the year in which the Termination Date occurs, payable in a lump sum on the tenth (10th) day following the Termination Date, subject to Section 7 below;
(ii) any earned but unpaid annual bonus for any annual bonus period which had ended prior to the Termination Date, which amount shall be paid at such time as annual bonuses are paid to other senior executives of the Company;
(iii) Except as otherwise provided in an applicable award agreement specifically referencing this Agreement, acceleration of the vesting and exercisability of 100% of Executive’s options, restricted shares, stock units and other compensatory awards with respect to the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which Executive’s options, restricted shares, stock units and other compensatory awards were converted upon the Change of Control; and
(iv) if Executive so elects and pays to continue health insurance under Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, or corresponding provision of state law (“COBRA”), then starting the next calendar month after the Termination Date (unless prohibited by the terms of the applicable health insurance benefit plan(s) or applicable law), Executive will be reimbursed on a monthly basis in an amount equal to the monthly amount the Company was paying as the employer-portion of premium contributions for health coverage for Executive and Executive’s eligible dependents immediately before the Termination Date, until the earlier of: (A) the end of the 12 month period following Termination Date or (B) the date Executive or Executive’s eligible dependents lose eligibility for COBRA continuation coverage. The period of such employer-reimbursed COBRA continuation coverage shall be considered part of Executive’s (and Executive’s eligible dependents’) COBRA coverage entitlement period. Executive will be solely responsible for timely electing such continuation coverage for Executive and Executive’s eligible dependents. Any increase in the premium contribution and/or in the ...
Involuntary Termination in Connection with a Change of Control. Subject to Section 4(b), if the Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within three (3) months before or twelve months (12) months after a Change of Control, and the Executive signs and does not revoke a standard release of claims with the Company in a form acceptable to the Company, then the Executive shall be entitled to the following severance benefits (it being understood that no such benefits shall accrue and be payable (or take effect, as the case may be) unless and until a Change in Control occurs):
(i) 150% of the Executive’s annual base salary as in effect as of the Termination Date, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination or, if later, the Change in Control;
(ii) 150% of the Executive’s target bonus plus target commission for the fiscal year in which the Termination Date occurs, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination or, if later, the Change in Control;
(iii) acceleration of the vesting and exercisability of all of the Executive’s options to acquire common stock of the Company or its successor, or the parent of either, to the extent outstanding, or of any deferred compensation into which the Executive’s stock options were converted upon the Change of Control; and
(iv) reimbursement by the Company of the group health continuation coverage premiums for the Executive and the Executive’s eligible dependents under Title X of the Consolidated Budget Reconciliation Act of 1985, as amended (“COBRA”) as in effect through the lesser of (x) twelve (12) months from the date of such termination, (y) the date upon which the Executive and the Executive’s eligible dependents become covered under similar plans or (z) the date the Executive no longer constitutes a “Qualified Beneficiary” (as such term is defined in Section 4980B(g) of the Code); provided, however, that the Executive will be solely responsible for electing such coverage within the required time period; and provided further, however, that payment of the reimbursement shall not be made prior to the Change in Control.
Involuntary Termination in Connection with a Change of Control. If during the Change of Control Period, (A) the Company (or any parent or subsidiary of the Company) terminates Executive’s employment without Cause (and not due to Executive’s Disability or death), or (B) Executive resigns his or her employment as a result of a Constructive Termination (each, a “Qualifying Termination”), then, subject to Section 4, Executive will receive the following severance from the Company: Infinera Confidential
(i) Salary Severance Payment. Executive will receive a lump sum severance payment (less applicable tax withholdings) equal to one and one-half (1.5) times Executive’s annual base salary (as in effect immediately prior to (A) the Change of Control, or (B) termination of Executive’s employment, whichever is greater).
Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination either on or at any time within twelve months (12) months after a Change of Control, or within three (3) months prior to a Change of Control, and Executive signs and does not revoke a Release that has become irrevocable within sixty (60) days following the later of the Change of Control or the Termination Date, then Executive shall be entitled to the following severance benefits, subject to Section 9 below:
Involuntary Termination in Connection with a Change of Control. In the event of a Change of Control during the Term, if upon or following such Change of Control, Executive’s employment is terminated by the Company without Cause or by Executive within 60 days after the occurrence of Good Reason, Executive shall receive the following (in lieu of any payments and benefits set forth in subsection (a) above):
(i) a lump sum cash payment equal to 12 months of Base Compensation, paid on or within 15 days following his separation from service;
(ii) pro-rated Annual Bonus calculated at “target”, paid on or within 15 days following his separation from service;
(iii) if applicable, reimbursement of COBRA premiums for continued health insurance coverage, until the earliest of (x) 12 months following his separation from service, (y) commencement of employment with another employer or (z) the date on which Executive ceases to be eligible for COBRA; provided that the Company shall have the right to pay an equivalent amount in a lump-sum cash payment within 60 days following the date of Executive’s termination of employment; and
(iv) accelerated vesting of all Executive’s then-outstanding equity awards (including the Sign-On Grant); provided that with respect to the Long-Term Award, if applicable, the amount earned and vested shall be determined by the “Performance Period” thereunder being shortened to end upon such Change of Control or separation from service, as applicable, in the manner and on the date determined by the Board or its committee in its sole discretion and the performance goals associated with such awards shall be measured based on performance achieved through the end of such shortened Performance Period and such awards shall become vested and payable no later than 30 days following the Change of Control or separation from service, as applicable, on a prorated basis to reflect such shortened Performance Period, with the remaining portion of the Long-Term Award terminating.
Involuntary Termination in Connection with a Change of Control. If in connection with a Change of 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 4, Executive will receive the following severance benefits from the Company:
Involuntary Termination in Connection with a Change of Control. If the Involuntary Termination occurs within the twelve (12) month period following a Change of Control, then (i) (x) if the Employment Term as of the date of such termination is less than one year from the Start Date, then 50% of the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination, and (y) if the Employment Term as of the date of such termination is one year or more from the Start Date, then 100% of the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination.
Involuntary Termination in Connection with a Change of Control. If the Employee’s employment terminates as a result of Involuntary Termination (as defined below) at any time prior to October 30, 2008 following a Change of Control, then the Employee shall be entitled to receive the following severance benefits:
Involuntary Termination in Connection with a Change of Control. If the Employee's employment with the Company terminates in an Involuntary Termination within [TWELVE (12) MONTHS] of a Change of Control, then, subject to Section 9, the Employee shall be entitled to receive a lump-sum cash severance payment equal to the Employee's Current Compensation.
Involuntary Termination in Connection with a Change of Control. If the Involuntary Termination occurs within the twelve (12) month period following a Change of Control, then the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination.
