Payments on Change in Control. In the event of a Change in Control (defined below), the Executive shall be entitled to full and immediate vesting in the Restricted Stock awarded under paragraph 2(c). If the Executive’s Date of Termination occurs on or within 12 months after a Change in Control, then the Executive shall also be entitled to:
Payments on Change in Control. If a Change in Control occurs during the Term and your employment with the Company is terminated without Cause or by you for Good Reason, in each case within two (2) years after the effective date of the Change in Control, then you will be entitled to receive and the Company agrees to pay to you, in lieu of payments under Section 4 of the Plan for the remainder of the Term, Three Million Three Hundred Thousand Dollars ($3,300,000). This amount will be paid in accordance with Section 10(a) of the Plan, subject to Section 9(d) of the Plan.
Payments on Change in Control. If a Change in Control occurs during the Term and your employment with the Company is terminated by the Company without Cause or by you for Good Reason, in each case within two (2) years after the effective date of the Change in Control, then you will be entitled to receive and the Company agrees to pay to you, in lieu of payments under Section 4 of the Plan for the remainder of the Term, a Severance Amount equal to 2.99 times the sum of your Base Salary as of the Date of Termination plus your target annual Bonus for the year in which the termination occurs. This amount will be paid in accordance with Section 10(a) of the Plan, in addition to any other payments specified therein.
Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) that constitutes a “change in control” of the Company (within the meaning of Section 409A of the Code and the Department of Treasury regulations and other guidance promulgated thereunder) shall be deemed a termination of the Employee without Cause, and, in lieu of any benefits payable to the Employee under Section 7.2, 7.3, 7.4 or 8, the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7.2 that is payable to the Employee on a termination without Cause that constitutes a Separation from Service provided, however, that such amount shall be payable in a lump sum on the date of such Change in Control (which shall be deemed the Employee’s Date of Termination) and not in installments as provided in Section 7.2. In addition, on a Change in Control, all of the Employee’s outstanding but unvested options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the exercisability of any such options and rights shall be extended to the earlier of (A) the expiration of the term of such options or rights or (B) the first anniversary of the date of such Change in Control, and all RSUs and shares of the Company’s restricted stock issued to the Employee shall immediately vest and become unrestricted and freely transferable. For the avoidance of doubt, upon payment to the Employee of the benefits provided by this paragraph of this Section 10.1, the Employee shall no longer be entitled to any benefits otherwise payable to the Employee under Section 7.2, 7.3, 7.4 or 8 of this Agreement regardless of the Employee’s termination of employment with the Company. After a Change in Control, if any previously outstanding option or right (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:
Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause provided, however, that such amount shall be payable in a lump sum on the Date of Termination and not in installments as provided in Section 7(b). In addition, on a Change of Control, all of the Employee’s outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the third anniversary of the Employee’s termination, and all shares of the Employee’s Restricted Stock shall immediately become unrestricted and freely transferable. After a Change in Control, if any previously outstanding Option or other option or right (the “Terminated Option”) relating to the Company’s capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:
Payments on Change in Control. Notwithstanding the provisions of Section 1, if a Change in Control occurs prior to the date on which the Executive has received all of the payments due his hereunder, all of the then remaining Retirement Benefits to which he is entitled hereunder, determined in accordance with Exhibit A (without any adjustment for early payment), shall be paid to the Executive in a lump sum as soon as practicable following the Change in Control.
Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, the term of any such options and rights shall be extended to the third anniversary of the Employee's termination, and all shares of the Employee's Restricted Stock shall immediately become unrestricted and freely transferable.
Payments on Change in Control. Notwithstanding any provision in this Agreement to the contrary, unless the Employee elects in writing to waive this provision, a Change in Control (as defined below) of the Company shall be deemed a termination of the Employee without Cause, and the Employee shall be entitled to receive and the Company agrees to pay to the Employee in a lump sum the same amount determined under Section 7(b) that is payable to the Employee on termination without Cause. In addition, on a Change of Control, all of the Employee's outstanding but unvested Options and other options and rights relating to capital stock of the Company shall immediately vest and become exercisable, and the term of any such options and rights shall be extended to the third anniversary of the Employee's termination. After a Change in Control, if any previously outstanding Option or other option or right (the "Terminated Option") relating to the Company's capital stock does not remain outstanding, the successor to the Company or its then Parent (as defined below) shall either:
Payments on Change in Control. Section 10(a) of the Employment Agreement is hereby deleted and replaced in its entirety with the following:
Payments on Change in Control. Notwithstanding any agreement evidencing an equity award held by Executive entered into prior to, on or after the Effective Date to the contrary, no equity award held by Executive shall be subject to accelerated vesting based solely upon the occurrence of a Change in Control (as defined below) unless the Compensation Committee of the Company, prior to the Change in Control, reasonably determines in good faith that Executive’s equity awards will not be honored or assumed, or new rights that substantially preserve the terms of Executive’s equity awards will not be substituted therefor, by Executive’s employer (or the parent of such employer) immediately following the Change in Control (a “Change in Control Cancellation”). For the avoidance of doubt, in the event of a Change in Control Cancellation, (1) the vesting and, if applicable, exercisability of each of Executive’s equity awards subject to time-based vesting shall fully accelerate as of immediately prior to the Change in Control and (2) the vesting and, if applicable, exercisability of each of Executive’s equity awards subject to performance-based vesting (“Performance Awards”) shall be determined in accordance with the agreement evidencing such Performance Award or, in the absence of any provision in the agreement evidencing such Performance Award pertaining to the Change in Control, shall be accelerated in respect to one hundred percent (100%) of the shares subject thereto with any performance goal(s) being deemed to have been achieved at one hundred percent (100%) of target. For further avoidance of doubt, in the absence of a Change in Control Cancellation, if the terms of a Performance Award provide for accelerated vesting upon a termination of employment following a Change in Control, such terms shall continue to control and, in the absence of any such terms, such Performance Award shall be subject to accelerated vesting as provided in Sections 7 and 8 hereof. Furthermore, in the absence of a Change in Control Cancellation, if any equity award held by Executive as of immediately prior to a Change in Control is a Performance Award and the agreement evidencing such Performance Award does not provide for the determination of performance in connection with the Change in Control (or provides for accelerated vesting based solely upon the occurrence of a Change in Control), then the applicable performance goals in respect of such equity award shall be deemed to have been achieved at one hundred percent (...
