Qualifying CIC Termination. On a Qualifying CIC Termination, the Executive will be eligible to receive the following payments and benefits from the Company:
Qualifying CIC Termination. On a Qualifying CIC Termination, the Executive will be eligible to receive the following payments and benefits from the Company:
(i) Severance. A single, lump sum payment equal to twelve (12) months of the Executive’s Salary plus 100% of the Executive’s Target Bonus, less applicable withholdings.
Qualifying CIC Termination. In the event of a Qualifying CIC Termination (as defined below), and subject to Sections 5 and 6, the Executive will be eligible to receive the following from the Company:
Qualifying CIC Termination. In the event of a Qualifying CIC Termination, then subject to Section 8, Executive will receive the following severance benefits from the Company:
Qualifying CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs within three months prior to the entry into a definitive agreement resulting in, or within 24 months following, a Change in Control (a “Qualifying CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing and not revoking a Release pursuant to Section 5(f), Executive shall be entitled to the following payments and benefits (the “CIC Severance Benefits”):
(i) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date;
(ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date;
(iii) a severance amount equal to one times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable in a lump sum within 60 days after the Termination Date;
(iv) immediate accelerated vesting of all outstanding Equity Awards; provided that to the extent that an Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the date of Termination Date;
(v) the ability to exercise any Company stock options that are vested through the earlier of (x) the 12-month anniversary of the Termination Date (or any later date as set forth in the applicable Award Agreement) or (y) the original expiration date of such option; and
(vi) a lump sum payment, payable within 60 days after the Termination Date, equal to 12 times the Monthly COBRA Subsidy.
Qualifying CIC Termination. If, during the CIC Provisions Effective Period, the Officer is terminated under conditions constituting a Qualifying CIC Termination, the Company shall:
(i) (A) pay or provide to the Officer, as the case may be, the Accrued Obligations;
(i) (B) pay to the Officer a lump sum amount equal to two (2) multiplied by the sum of the following: (1) an amount equal to the Officer’s Base Salary at the rate in effect immediately prior to such Qualifying CIC Termination or, if higher, as in effect immediately prior to the Change in Control, (2) an amount equal to the annual bonus paid or payable for the prior fiscal year under the Executive Bonus plan, and (3) an amount equal to the Value of all equity awards granted in the prior calendar year. The “Value” of an equity award shall be determined as follows: (i) all equity awards granted in the prior calendar year shall be considered to have been fully vested on the date of grant and to be outstanding on the last day of such prior calendar year, (ii) the “Value” of stock options granted in such prior calendar year shall be the difference between the applicable exercise price and the fair market value, as of the last day of such prior calendar year, of the stock subject to such awards, (iii) the “Value” of restricted stock, if any, granted in such prior calendar year shall be the fair market value of the stock as of the last day of such prior calendar year, calculated without regard to any restrictions imposed thereon, (iv) the “Value” of restricted stock units, if any, granted in such prior calendar year shall be fair market value, as of the last day of such prior calendar year, of the stock subject to such restricted stock units, and (v) the “Value” of any other equity-based awards granted to the Officer shall be determined in a manner consistent with the foregoing, based on the fair market value of the underlying stock as of the last day of such prior calendar year.
Qualifying CIC Termination. In the event of a Qualifying CIC Termination, subject to the terms and conditions of Section 6 hereof, Employee shall be entitled to the following payments, which shall be paid in one lump sum within 65 days after the Date of Termination (other than the Accrued Benefits, which shall be payable within 30 days of the Date of Termination or sooner when required under applicable law):
(a) the Accrued Benefits;
(b) a cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (i) the Base Salary and (ii) the Employee’s Target Bonus;
(c) a cash payment equal to the product of (A) the Employee’s Target Bonus and (B) a fraction, the numerator of which is the number of days from January 1 in the year in which the Date of Termination occurs (or from the Effective Date, if the Date of Termination occurs in 2023) through the Date of Termination and the denominator of which is 365;
(d) a cash payment equal to the amount of any annual bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination; and
(e) to the extent Employee is eligible to elect to continue coverage under the Company’s group medical and dental benefits pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) and elects such benefits, the Company shall pay Employee's COBRA premiums for medical and dental coverage as in effect on the Date of Termination for a period of twenty-four (24) months from the Date of Termination. Notwithstanding the foregoing, if the CIC Severance Payment relates to a transaction that does not satisfy the requirements of Treas. Reg. § 1.409A-3(i)(5), any portion of the CIC Severance Payment that constitutes deferred compensation within the meaning of Section 409A, will be paid at the earliest date that is permitted in accordance with the schedule that is applicable to the Severance Payment.
Qualifying CIC Termination. If, during the CIC Provisions Effective Period, the Officer is terminated under conditions constituting a Qualifying CIC Termination, the Company shall:
(i) (A) pay or provide to the Officer, as the case may be, the Accrued Obligations;
(i) (B) pay to the Officer a lump sum amount equal to two (2) multiplied by the sum of the following: (1) an amount equal to the Officer’s Base Salary at the rate in effect immediately prior to such Qualifying CIC Termination or, if higher, as in effect immediately prior to the Change in Control, (2) an amount equal to the average of the annual bonuses paid or payable for the two prior fiscal years under the Executive Bonus plan, and (3) an amount equal to the Value of all equity awards granted in the prior calendar year. The “Value” of an equity award shall be equal to the prior calendar year equity award grant expense calculated for US GAAP purposes for such grant awarded to the Officer.
Qualifying CIC Termination. A Qualifying CIC Termination occurs if at any time upon or within two (2) years following a Change in Control:
(1) The Corporation terminates Executive’s employment for any reason other than Cause or Disability (as defined under Sections 1(c) and 1(d)); or
(2) Executive resigns for Good Reason (which for purposes of this Third Part shall have the same requirements and meaning as provided in Section 9(a) above). For avoidance of doubt, termination of Executive’s employment by reason of death shall not constitute a Qualifying CIC Termination.
Qualifying CIC Termination. In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards that are then outstanding and unvested; provided, that, in the case of an Award subject to performance-based vesting conditions, unless otherwise specified in the applicable Award agreement governing such Award, the Board shall determine in its sole discretion whether such Award shall remain eligible to vest and the terms and conditions to which such vesting is subject. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying Termination (provided that in no event will the Executive’s Awards remain outstanding beyond the Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.