Severance Benefits Following a Change of Control Sample Clauses
Severance Benefits Following a Change of Control. If the termination occurs during a Window Period, the Company will, instead of the benefits prescribed in paragraph (b), provide severance benefits to Executive as follows:
(i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to two hundred percent (200%) of the sum of (A) Executive's annual Base Salary in effect immediately prior to the termination (or, if his Base Salary has been reduced within 60 days of the termination or at any time after the Change of Control, his Base Salary in effect prior to the reduction), plus (B) an amount equal to the bonus earned by Executive for the fiscal year completed immediately prior to the termination.
(ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his target bonus (provided for in Section 3.2 above) for the year of termination.
(iii) The Company will continue for a period of three years from the date of termination to provide Executive with the benefits set forth in Section 3.3 above. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits.
(iv) Notwithstanding any contrary provisions of the plans or arrangements under which they are granted, all options to purchase Company stock held by Executive will immediately become exercisable.
Severance Benefits Following a Change of Control. The Company will provide severance benefits to Executive as follows:
(i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 200% of the sum of (x) Base Salary, plus (y) the greater of (1) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (2) 100 percent of his bonus for the immediately preceding employment year.
(ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his maximum bonus for the year of termination.
(A) For purposes of this Section 1(b), the maximum bonus payable in such year will be calculated assuming all bonus targets or formulas for determining the bonus in such year had been met if Executive and Board had, prior to the termination of Executive's employment, agreed on such targets or formulas.
(B) If no such targets or formulas have been set as of such termination date, then the maximum bonus shall be deemed to be the greater of (x) 100 percent of his bonus for the completed year immediately preceding the Change of Control, and (y) 100 percent of his bonus for the immediately preceding employment year.
(iii) The Company will continue for a period of two years from the date of termination to provide Executive with medical benefits under the Company's group medical plan and life insurance arrangements and disability arrangements provided to executive level employees of the Company. To the extent the Company is unable to provide such benefits to Executive under its existing plans and arrangements, it will either arrange to provide Executive with substantially similar benefits upon comparable terms or pay Executive cash amounts equal to Executive's cost of obtaining such benefits.
(iv) All options to purchase Company stock held by Executive will automatically and immediately vest and become exercisable upon such termination and remain exercisable for a period of one year following such termination, and all restricted stock held by Executive under restricted stock plans and arrangements of the Company shall automatically and immediately vest and no longer be subject to forfeiture upon such
Severance Benefits Following a Change of Control. If during the twenty-four (24) month period following a Change of Control the Company terminates the Executive’s employment with the Company for any reason other than Cause, or if the Executive terminates his employment with the Company, by resignation, death or disability, the Executive shall be entitled to the following:
(i) All amounts payable pursuant to Section 6(a);
(ii) An amount equal to three (3) times the sum of (A) the Executive’s Base Salary in effect at the time of the termination and without proration, (B) the most recent Bonus paid pursuant to Section 4(b) hereof (without deduction for any contributions by the Company for the Executive’s benefit to any retirement or other investment plans). Such payment shall be made in a lump sum in cash within thirty (30) days after the Date of Termination;
(iii) Continued participation in the Company’s welfare benefit plans, fringe benefits, 401(k) savings plan, and employee perquisites for the three (3) year period commencing on the Date of Termination;
(iv) All of the Executive’s outstanding options to purchase Company common stock shall become fully vested and nonforfeitable as of the Date of Termination;
(v) Any restricted stock that is unvested shall become fully vested and nonforfeitable as of the Date of Termination; and
(vi) The Executive, to the extent determined to be nondiscriminatory under the Company’s qualified employee benefit plans, shall become fully vested in his benefits under such plans. Additionally, the Executive shall become fully vested with respect to any of the Company’s non-qualified benefit plans in which he is a participant.
Severance Benefits Following a Change of Control. In the event that, within twenty four (24) months following a Change of Control, Employee’s employment is terminated without Cause or as a result of death or Disability, or Employee resigns for Good Reason, then, in addition to the payments described in Section 10(a), Employee shall be entitled to receive the Severance Benefits; provided, that the Severance Pay Period shall be twelve (12) months instead of six (6) months.
Severance Benefits Following a Change of Control. If within the period commencing on a Change of Control and ending twelve months thereafter, your employment with the Company (i) is terminated by the Company without Cause, or (ii) is terminated voluntarily by you for Good Reason (as defined below), then, subject to your signing a separation agreement and release of claims in favor of the Company in a form acceptable to the Company and substantially in the form attached hereto as Exhibit A (a “Release”) and the Release becoming effective, the Company shall provide severance pay and benefits (the “Severance Benefits”), as follows:
(i) You shall be entitled to receive a one-time cash severance payment equal to 100% of your annual base salary (as in effect immediately prior to (A) the Change of Control, or (B) your termination, whichever is greater) (the “Severance”). " = "1" "" ""
(ii) One hundred percent (100%) of the restricted stock units issued to you on April 24, 2015 shall immediately become fully vested on the date of such termination (“Equity Acceleration”) and the value of such units shall be paid to you in cash.
(iii) You and, to the extent covered at the time of your termination, members of your family shall be entitled to continued participation in the Company’s group medical plan pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”) subject to your timely election of COBRA coverage at no cost to you or your family, or if your COBRA rights have expired for any reason or do not exist for any reason, pursuant to an individual policy at no cost to you or your family, in each case to the earlier of (i) eighteen months following your date of termination, or (ii) until you and such family members are covered by a new group medical plan offered by a new employer (the “Continued Employee Benefits”).
Severance Benefits Following a Change of Control. If the termination occurs during a Employment Protection Period, the Company will provide severance benefits to Executive as follows:
(i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 150% of sum of the Executive’s annual Base Salary in effect immediately prior to the termination (or, if his Base Salary has been reduced within 60 days of the termination or at any time after the Change of Control, his Base Salary in effect prior to the reduction) plus the Executive’s then current annual target bonus.
(ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his target bonus for the year of termination provided that the termination occurs after June 30 and within a Employment Protection Period.
(iii) The Company will continue for a period of eighteen (18) months from the date of termination to provide Executive with family medical, disability and life insurance coverage at the level in effect immediately prior to the Change of Control. To the extent the Company is unable to provide such benefits to an Executive under its existing plans and arrangements, it will either arrange to provide the Executive with substantially similar benefits upon comparable terms or pay the Executive cash amounts equal to the Executive’s cost of obtaining such benefits.
Severance Benefits Following a Change of Control. If the termination occurs during the Employment Protection Period, the Company will provide severance benefits to Executive as follows:
(i) The Company will pay to Executive within 30 days of the termination a lump-sum cash amount equal to 150% of sum of the Executive’s annual base salary in effect immediately prior to the termination (or, if his base salary has been reduced within 60 days of the termination or at any time after the Change of Control, his base salary in effect prior to the reduction) plus the Executive’s then current annual target bonus.
(ii) The Company will also pay to Executive within 30 days of the termination a pro-rata portion of his target bonus for the year of termination.
(iii) The Company will continue for a period of 18 months from the date of termination to provide Executive with family medical, disability and life insurance coverage at the level in effect immediately prior to the Change of Control. To the extent the Company is unable to provide such benefits to an Executive under its existing plans and arrangements, it will at the discretion of the Company either arrange to provide the Executive with substantially similar benefits upon comparable terms or pay the Executive cash amounts on a monthly basis equal to the Executive’s monthly cost of obtaining such benefits.
Severance Benefits Following a Change of Control. If Employee’s employment with the Company ceases within the twenty-four (24) month period following the date of a Change of Control (defined below) due to Section 10a), Section 10(c), Section 10(e) or Section 10(f)then, subject to Section 11(f), Employee will be entitled to:
(i) The Accrued Obligations;
(ii) A lump sum cash payment equal to (A) 200% of the sum of Base Salary plus (B) 200% of the Employee’s Performance Bonus earned in the last 12 months preceding the Change of Control. This amount will be paid in a lump sum, on the sixtieth (60th) day after the effective date of the termination, provided that the Employee has complied with Section 11(f) by such date.
(iii) A lump sum cash payment in the amount of $20,000, to be used for the purchase of medical coverage or for any other purpose, to be paid on the sixtieth (60th) day after the effective date of the termination, provided that the Employee has complied with Section 11(f) by such date.
(iv) Severance pay equal to twenty-four (24) months of sum of Employee’s monthly Base Salary amount as in effect on such date. For purposes of this subparagraph, Base Salary shall be determined based on Employee’s current Base Salary as of the date of termination. Provided that Employee has complied with Section 11(f) by such date, the first installment of this salary continuation shall be payable to Employee on the sixtieth (60th) day after the effective date of the termination and shall include a catch-up payment covering amounts that would otherwise have been paid during such sixty (60) day period. Thereafter, the salary continuation payments shall be payable in regular installments in accordance with the Company’s general payroll practices.
(v) All outstanding and contingent nonqualified options owned directly or beneficially by Employee shall be converted immediately into vested options, with terms as specified in the applicable award agreement, but in no case with an expiration date longer than the original option expiration date. This conversion shall take place on the sixtieth (60th) day after the effective date of the termination, provided that Employee has complied with Section 11(f) by such date.
Severance Benefits Following a Change of Control. If Employee’s employment with the Company ceases within the twenty-four (24) month period following the date of a Change of Control (defined below) due to Employee’s death or Disability under Section 10(a), as a result of a termination by the Company without Cause under Section 10(c), or as a result of a resignation by Employee for Good Reason under Section 10(e), then, subject to Section 11(f), Employee will be entitled to:
(i) The Accrued Obligations;
(ii) A lump sum cash payment equal to 300% of the Base Salary as in effect on such date; provided, however, that in the case of a resignation by Employee for Good Reason, the Base Salary used to calculate this amount shall mean the Base Salary payable to Employee by the Company, as in effect immediately prior to the reduction giving rise to the Good Reason. This amount will be paid in a lump sum, on the sixtieth (60th) day after the effective date of the termination, provided that Employee has complied with Section 11(f) by such date.
(iii) A lump sum cash payment equal to two (2) times the total amount of Revenue Bonus paid to Employee during the trailing twelve month period immediately preceding a Change in Control, with this amount to be paid in a lump sum, on the sixtieth (60th) day after the effective date of the termination, provided that Employee has complied with Section 11(f) by such date, plus the continuation of any Revenue Bonus in accordance with the terms of Section 4, provided that Employee has complied with Section 11(f) as of each such payment date.
(iv) A lump sum cash payment in the amount of $20,000, to be used for the purchase of medical coverage or for any other purpose, to be paid on the sixtieth (60th) day after the effective date of the termination, provided that Employee has complied with Section 11(f) by such date.
(v) Severance pay equal to twenty-four (24)
Severance Benefits Following a Change of Control