Outside of Change in Control Protection Period. If the Company terminates Executive’s employment without Cause, or Executive terminates employment for Good Reason, in either case other than during a Change in Control Protection Period, then the Company shall pay or provide the following amounts and benefits to Executive, in addition to the Accrued Obligations:
Outside of Change in Control Protection Period a. If, during the Term, (1) the Company shall terminate Executive’s employment other than for Cause, Disability or death, or (2) Executive shall terminate employment for Good Reason, in either case other than during a Change in Control Protection Period, then the Company shall pay or provide the following amounts and benefits to Executive, in addition to the Accrued Obligations:
Outside of Change in Control Protection Period. If (1) the Company terminates this Agreement and the Executive’s employment other than pursuant to Section 6 hereof or (2) the Executive terminates this Agreement and his employment pursuant to Section 7, and in each case the termination of employment does not occur on or within two (2) years following the consummation of a Change in Control, then, subject to Section 9(e):
Outside of Change in Control Protection Period. If, during the Term, (a) the Company shall terminate Executive’s employment other than for Cause, Disability or death, or (b) Executive shall terminate employment for Good Reason (after having complied with the notice requirements set forth below in Section 3.3), in either case other than during a Change in Control Protection Period, then the Company shall pay or provide the following amounts and benefits to Executive, in addition to the Accrued Obligations: Payment How Payment is Calculated Prorated Annual Incentive Benefit For any termination pursuant to this Section 3.2 which occurs on or after April 1 of the fiscal year, Executive will receive a short‑term incentive (“STI”) payment for that year, paid pro rata based on the number of days Executive worked in the year and tied exclusively to actual Company performance results. For the avoidance of doubt, the prorated bonus will exclude any portion of the bonus tied to individual performance. The prorated STI payment will be paid in a single lump sum based on actual results at the time that all other STI payments for the applicable year are paid. Incentive Compensation for Completed Fiscal Year Amount of any incentive compensation that has been allocated or awarded to Executive for a completed fiscal year or other completed measuring period preceding the occurrence of the Date of Termination under any incentive compensation plan but has not yet been paid to Executive. The incentive compensation under this provision shall be based on actual results and paid in a single lump sum at the time all other incentive compensation payments for the applicable measuring period are paid. Severance Pay Sum of: (x) Twelve (12) months of Executive’s Base Salary on the Date of Termination, and (y) Executive’s Annual Incentive Target in effect on the Date of Termination. The Severance Pay shall be paid in equal biweekly installments, with one installment being paid each regular pay day starting in the month following the effective date of the release of claims agreement detailed in Section 3.5. Equity Vesting Executive will be eligible to receive the vesting of his/her time‑based restricted equity awards that would have vested during the one (1) year period following the Date of Termination. This vesting is contingent upon Executive’s compliance with the noncompete and other Payment How Payment is Calculated restrictive covenants in Article V and will not occur until the one‑year anniversary of the Date of Termination. COB...
