Common use of Payments Upon Termination or Change of Control Clause in Contracts

Payments Upon Termination or Change of Control. (a) If Xxxxxxxx’x employment is terminated under paragraph 7(a) or 7(d) hereof, (i) the Company shall have no further obligation under this Agreement, except the obligation to pay Xxxxxxxx an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid on the date of termination and (ii) Xxxxxxxx shall be entitled to retain the rights granted hereunder to [a] that number of Restricted Stock Units and Additional Restricted Stock Units that have vested through the date of termination in accordance with the vesting schedules set forth on Schedules B and B-1, respectively, hereof and [b] that number of Options and Additional Options that have vested in accordance with the vesting schedules set forth in Schedules A and A-1, respectively, hereof. All non-vested Restricted Stock Units, Additional Restricted Stock Units, Options and Additional Options shall be immediately forfeited. (b) If Xxxxxxxx’x employment is terminated under paragraphs 7(b) or 7(c) hereof, (i) the Company shall [a] pay Xxxxxxxx an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid on the date of termination; [b] pay Xxxxxxxx xxxxxxxxx pay in an amount equal to the base salary for a period of one year from the date of termination or until the expiration of this Agreement, whichever first occurs; and (ii) Xxxxxxxx shall be entitled to retain the rights granted hereunder to [a] the Restricted Stock Units and Additional Restricted Stock Units to the extent provided in Schedules B and B-1, respectively, hereof; provided that the Restricted Stock Units and Additional Restricted Stock Units shall be pro rated through the 12-month period following the month in which the date of termination occurs (i.e., the number of Restricted Stock Units and Additional Restricted Stock Units to which Xxxxxxxx shall be entitled shall be equal to the aggregate of all Restricted Stock Units and Additional Restricted Stock Units multiplied by a fraction, the numerator of which shall be the number of partial or whole months served by Xxxxxxxx under this Agreement from and after the Commencement Date plus 12, and the denominator of which shall be 36), and [b] (i) all Options in which price targets have been achieved at the date of termination regardless of the time vesting requirement, (ii) the portion of Additional Options pro rated through the month in which the date of termination occurs and (iii) all other time vesting options with respect to which the price targets have not been achieved (“Time Vested Options”) shall be pro rated through the month in which the date of termination occurs; provided that the Time Vested Options shall be exercisable only to the extent the price targets are achieved within the time periods specified on Schedule A attached hereto. Except as provided herein, all non-vested Restricted Stock Units, Additional Restricted Stock Units, Options and Additional Options shall be immediately forfeited. (c) If Xxxxxxxx’x employment is terminated under paragraph 7(e) or 7(f), (i) the Company shall [a] pay to Xxxxxxxx or Xxxxxxxx’x Estate, as the case may be, an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid as of the date of his termination; and [b] pay Xxxxxxxx or Xxxxxxxx’x Estate the base salary for a period of one year from the date of Xxxxxxxx’x termination of employment or until expiration of the term of this Agreement, whichever occurs first; and (ii) Xxxxxxxx or Xxxxxxxx’x Estate shall be entitled to retain the rights granted hereunder to [a] that number of Restricted Stock Units and Additional Restricted Stock Units that have vested through the date of termination in accordance with the vesting schedules set forth on Schedules B and B-1, respectively, hereof and [b] the number of Options and Additional Options that have vested at the date of termination in accordance with the vesting schedules set forth in Schedules A and A-1, respectively,

Payments Upon Termination or Change of Control. (a) If Xxxxxxxx’x employment is terminated under paragraph 7(a) or 7(d) hereof, (i) the Company shall have no further obligation under this Agreement, except the obligation to pay Xxxxxxxx an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid on the date of termination and (ii) Xxxxxxxx shall be entitled to retain the rights granted hereunder to [a] that number of Restricted Stock Units and Additional Restricted Stock Units that have vested through the date of termination in accordance with the vesting schedules schedule set forth on Schedules Schedule B and B-1, respectively, hereof and [b] that number of Options and Additional Options that have vested in accordance with the vesting schedules schedule set forth in Schedules Schedule A and A-1, respectively, hereof. All non-vested Restricted Stock Units, Additional Restricted Stock Units, Options Units and Additional Options shall be immediately forfeited. (b) If Xxxxxxxx’x employment is terminated under paragraphs 7(b) or 7(c) hereof, (i) the Company shall [a] pay Xxxxxxxx an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid on the date of termination; [b] pay Xxxxxxxx xxxxxxxxx pay in an amount equal to the base salary for a period of one year from the date of termination or until the expiration of this Agreement, whichever first occurs; and (ii) Xxxxxxxx shall be entitled to retain the rights granted hereunder to [a] the Restricted Stock Units and Additional Restricted Stock Units to the extent provided in Schedules Schedule B and B-1hereof, respectively, hereof; provided that the Restricted Stock Units and Additional Restricted Stock Units shall be pro rated through the 12-month period following the month in which the date of termination occurs (i.e., the number of Restricted Stock Units and Additional Restricted Stock Units to which Xxxxxxxx shall be entitled shall be equal to the aggregate of all Restricted Stock Units and Additional Restricted Stock Units multiplied by a fraction, the numerator of which shall be the number of partial or whole months served by Xxxxxxxx under this Agreement from and after the Commencement Date plus 12, and the denominator of which shall be 36), and [b] (i) all Options in which price targets have been achieved at the date of termination regardless of the time vesting requirement, (ii) the portion of Additional Options pro rated through the month in which the date of termination occurs requirement and (iii) all other time vesting options with respect to which the price targets have not been achieved (“Time Vested Options”) shall be pro rated through the month in which the date of termination occurs; provided that the Time Vested Options shall be exercisable only to the extent the price targets are achieved within the time periods specified on Schedule A attached hereto. Except as provided herein, all non-vested Restricted Stock Units, Additional Restricted Stock Units, Options Units and Additional Options shall be immediately forfeited. (c) If Xxxxxxxx’x employment is terminated under paragraph 7(e) or 7(f), (i) the Company shall [a] pay to Xxxxxxxx or Xxxxxxxx’x Estate, as the case may be, an amount equal to the portion of his compensation and out-of-pocket business expenses as may be accrued and unpaid as of the date of his termination; and [b] pay Xxxxxxxx or Xxxxxxxx’x Estate the base salary for a period of one year from the date of Xxxxxxxx’x termination of employment or until expiration of the term of this Agreement, whichever occurs first; and (ii) Xxxxxxxx or Xxxxxxxx’x Estate shall be entitled to retain the rights granted hereunder to [a] that number of Restricted Stock Units and Additional Restricted Stock Units that have vested through the date of termination in accordance with the vesting schedules schedule set forth on Schedules Schedule B and B-1, respectively, hereof and [b] the number of Options and Additional Options that have vested at the date of termination in accordance with the vesting schedules schedule set forth in Schedules Schedule A hereof. All non-vested Restricted Stock Units and A-1Options shall be immediately forfeited. (i) Upon a Change of Control, respectively,as hereinafter defined, [a] the Company shall pay to Xxxxxxxx $980,000, and [b] Xxxxxxxx shall be entitled to retain [1] all of the Restricted Stock Units granted to him irrespective of the vesting schedule set forth on Schedule B hereof and [2] all of the Options granted to him irrespective of the vesting schedule set forth in Schedule A hereof, and all such Restricted Stock Units and Options shall vest immediately. Notwithstanding paragraphs 8(a) through (c), upon a Change of Control the Company shall have no further obligations under this Agreement other than as set forth in this paragraph 8(d). For purposes of this paragraph 8(d), “Change of Control” shall mean (i) the acquisition, directly or indirectly, by any unaffiliated person, entity or group (a “Third Party”) of beneficial ownership of more than 50% of the combined voting power of the Company’s then outstanding voting securities entitled to vote generally in the election of directors; (ii) consummation of (1) a reorganization, merger or consolidation of the Company, or (2) a liquidation or dissolution of the Company or (3) a sale of all or substantially all of the assets of the Company (whether such assets are held directly or indirectly) to a Third Party; or (iii) the individuals who as of the date of this Agreement are members of the Board of Directors (together with any directors elected or nominated by a majority of such individuals) cease for any reason to constitute at least a majority of the members of the Board of Directors; except that any event or transaction which would be a “Change of Control” under (i) or (ii) (1) of this definition, shall not be a Change of Control if persons who were the equity holders of the Company immediately prior to such event or transaction (other than the acquiror in the case of a reorganization, merger or consolidation), immediately thereafter, beneficially own more than 50% of the combined voting power of the Company’s or the reorganized, merged or consolidated company’s then outstanding voting securities entitled to vote generally in the election of directors.