Result of Termination Following Change in Control. If within one year following a “Change in Control,” Employer terminates Employee’s employment with Employer other than for Cause or Employee terminates for “Good Reason” as described below (a) Employer shall pay Employee’s base salary for a period of 12 months following the effective date of such termination; (b) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); and (c) all unvested stock-based compensation held by Employee in Employee’s capacity as Employee on the effective date of the termination shall vest as of the effective date of termination. The amounts payable under this Section 4 shall be in lieu of the payments described in Section 2. The amounts payable under Section 4(a) shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).
Result of Termination Following Change in Control. In the event of a “Change in Control” of Employer, Employee, at Employee’s option and upon written notice to Employer, may terminate Employee’s employment effective on the date of the notice unless (a) the provisions of this Agreement remain in full force and effect as to Employee and (b) Employee suffers no reduction in Employee’s status, duties, authority, or compensation following such Change in Control, provided that Employee will be considered to suffer a reduction in Employee’s status, duties, authority, or compensation, only if, after the Change in Control, (i) Employee is not the Chief Financial Officer of the company that succeeds to the business conducted by Employer and its subsidiaries immediately prior to the Change in Control, (ii) such company’s common stock is not listed on a national stock exchange (such as the New York Stock Exchange, the Nasdaq National Market, or the American Stock Exchange), (iii) such company terminates Employee or in any material respect reduces Employee’s status, duties, authority, or base compensation within one year of the Change in Control, or (iv) as a result of such Change in Control, Employee is required to relocate out of Springfield, Massachusetts (or surrounding areas). In the event of a termination following a Change in Control as provided in this Section 3, (A) Employer shall pay Employee’s base salary for a period of 18 months following the effective date of such termination; (B) Employer shall pay to Employee an amount equal to the average of Employee’s cash bonus paid for each of the two fiscal years immediately preceding Employee’s termination, such amount to be paid and received upon the effective date of the termination (provided such termination constitutes a “separation from service” from Employer within the meaning of Section 409A of the Code); and (C) all unvested stock-based compensation held by Employee in his capacity as Employee on the effective date of the termination shall vest as of the effective date of termination. The amounts payable under Section 3(A) shall be paid on Employer’s regular payroll schedule commencing on the first such payment date coincident with or following Employee’s “separation from service” from Employer within the meaning of Section 409A of the Code and shall be treated as a series of separate payments under Treasury Regulations Section 1.409A-2(b)(2)(iii).
Result of Termination Following Change in Control. In the event of a “Change in Control” of Employer, Employee, at Employee’s option and upon written notice to Employer, may terminate Employee’s employment effective on the date of the notice with the same force and effect as if such termination were other than for Cause as provided in Section 2 above, unless (A) the provisions of this Agreement remain in full force and effect as to Employee and (B) Employee suffers no reduction in Employee’s status, duties, authority, or compensation following such Change in Control, provided that Employee will be considered to suffer a reduction in Employee’s status, duties, authority or compensation, only if, after the Change in Control, (i) Employee is not the president of the perimeter security business conducted by Employer and its subsidiaries immediately prior to the Change in Control, (ii) such company terminates Employee or in any material respect reduces Employee’s status, duties, authority, or base compensation within one year of the Change in Control, or (iii) as a result of such Change in Control Employee is required to relocate out of Nashville, Tennessee (or surrounding areas).
Result of Termination Following Change in Control
