Common use of Involuntary Termination of Employment During the Sale Event Period Clause in Contracts

Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 12 months of Executive’s Base Salary; plus (ii) 50100% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 12 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 9 months of Executive’s Base Salary; plus (ii) 50% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 9 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 9 months of Executive’s Base Salary; plus (ii) 5075% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 9 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that Executive notifies the Company promptly when Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.

Involuntary Termination of Employment During the Sale Event Period. If, during a Sale Event Period, the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason, then, subject to the Executive signing and not revoking a Release Agreement all within 60 days after the Date of Termination: (i) the Company shall pay the Executive an amount equal to (i) 6 12 months of Executive’s Base Salary; plus (ii) 50100% of the Executive’s Target Bonus for the year in which the Date of Termination occurs, (collectively, the “Severance Amount”), payable in substantially equal installments in accordance with the Company’s payroll practice over 6 months (the “Severance Period”) commencing within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, the Severance Amount shall begin to be paid in the second calendar year by the last day of such 60-day period; provided, further, that the initial payment shall include a catch-up payment to cover amounts retroactive to the day immediately following the Date of Termination. Each payment pursuant to this Agreement is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2); (ii) notwithstanding anything to the contrary in the Equity Documents or any other applicable equity award agreement, all then outstanding time-based equity awards held by the Executive shall immediately accelerate and become fully exercisable or nonforfeitable as of the Date of Termination; provided that, for the avoidance of doubt, this provision shall supersede any provision in the Equity Documents relating to acceleration in connection with a Sale Event and all other terms of the Equity Documents shall continue to be in effect, including, without limitation, provisions with respect to exercise; and (iii) if the Executive was participating in the Company’s group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment until employer and employee contributions for COBRA health coverage (“COBRA Premiums”) through the end of the Severance Period or the expiration of the Executive’s rights under COBRA, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; provided that the Executive notifies the Company promptly when the Executive becomes eligible for group medical care coverage through another employer, and responds promptly to any reasonable inquires related to COBRA eligibility. The COBRA Premiums will be paid by the Company directly to the health care insurance company; provided that the Company’s payment of such COBRA Premiums may be treated as taxable payments subject to imputed income tax treatment. provided and notwithstanding the foregoing, if the Executive’s employment is terminated in connection with a Sale Event and the Executive immediately becomes reemployed by any direct or indirect successor to the business or assets of the Company, the termination of the Executive’s employment upon the Sale Event shall not be considered a Termination without Cause for purposes of this Agreement, provided further if the Executive’s employment is terminated by the Company without Cause or the Executive terminates the Executive’s employment for Good Reason within the 12 month period following the Sale Event this Section 5 shall apply.