Severance Upon a Change in Control. In the event that Employee suffers an Involuntary Termination within the 12-month period following the effective date of a Change in Control, then in addition to all accrued but unpaid Annual Salary, including Annual Salary in respect of any accrued and accumulated but unpaid vacation, due to Employee at the date of Employee’s termination of employment, Employee will be entitled to receive severance benefits as follows: (i) the Company shall pay to Employee in one lump sum an amount equal to the greater of (A) eighteen (18) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Involuntary Termination or (B) eighteen (18) months of Employee’s Annual Salary that Employee was receiving immediately prior to the Change in Control; (ii) the Company shall pay to Employee in one lump sum (A) any accrued but unpaid bonus for the calendar year preceding Employee’s termination, to the extent that all criteria for such bonus have been met (with the exception of the requirement that Employee be employed on the date the bonus is to be paid) (as determined by the Compensation Committee of the Board in its discretion), plus (B) 100% of the Employee’s Target Bonus for the year in which the date of Employee’s Involuntary Termination occurs; (iii) full acceleration of the vesting of all equity awards held by Employee at the time of the Involuntary Termination, including any options, restricted stock, restricted stock units or other awards; and (iv) reimbursement for the cost of continuation of health insurance benefits provided to Employee immediately prior to the Involuntary Termination pursuant to the terms of COBRA or other applicable law for a period continuing until the earlier of eighteen (18) months following the Involuntary Termination or the date upon which Employee is no longer eligible for such COBRA or other benefits under applicable law (the “Change in Control COBRA Coverage Period”). If any of the Company’s health benefits are self-funded as of the date of Employee’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A of the Code or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing the reimbursements as set forth in clause (iv) above, the Company shall instead pay to Employee the foregoing monthly amount as a taxable monthly payment for the Change in Control...
Severance Upon a Change in Control. Employee’s right to severance upon termination of employment with Company within 12 months following the occurrence of a Change in Control (as defined below) shall be determined as set forth in (a) through (d) below:
Severance Upon a Change in Control. If Executive's employment is terminated pursuant to Section 7D, then in consideration for the severance payments to be made by the Company to Executive pursuant to Sections 7D(v) and (vi) of this Agreement (the "Section 7D Severance Payments"), and, if applicable, in recognition of Executive's transfer of goodwill associated with the sale of all or part of his interest in the Company in connection with the Change in Control; Executive agrees to execute and deliver to the Company within 21 days after Executive's employment termination date the following: (i) a non-competition agreement, in substantially the form attached hereto as Exhibit A (the "Non-Competition Agreement"), and the Separation Agreement, in substantially the forms attached hereto as Exhibit B. Notwithstanding anything to the contrary in the Agreement, the Company shall have no obligation to make any Section 7D Severance Payments to Executive until the date that is ten days after the date that Executive executes and delivers the Non-Competition Agreement and the Separation Agreement. The failure of Executive to execute and deliver each of the Non-Competition Agreement and the Separation Agreement within 21 days of his employment termination date shall result in a forfeiture of all Section 7D Severance Payments, and permanently release the Company from its obligation to make any and all Section 7D Severance Payments to Executive. Executive acknowledges that so long as Executive is receiving Section 7D Severance Payments, Executive is bound by Sections 9 and 10 of this Agreement. Executive's rights to receive any Section 7D Severance Payments is expressly subject to Executive's continuing compliance with each of Sections 9 and 10 and all Section 7D Severance Payments shall immediately be forfeited upon Executive's breach of either of Sections 9 or 10 of this Agreement, and the Company shall have no obligation to make or continue to make any Section 7D Severance Payments to Executive upon such breach of either of Sections 9 or 10.
Severance Upon a Change in Control. (i) A “Change in Control” shall be deemed to have occurred if and as of such date that any “Acquiring Person” (defined as any individual, firm, corporation, partnership, limited liability company, trust or other entity, including any successor (by merger or otherwise) of such entity), who or that, together with all “Affiliates” (which shall, for purposes of Section 5(c), have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended from time to time), and “Associates” (which shall have the meaning ascribed to such term in Rule 12b-2 of the General Rules and Regulations promulgated under the Securities Exchange Act of 1934, as amended from time to time), has acquired or obtained the right to acquire, alone or together with its Affiliates and Associates, (A) the beneficial ownership of fifty percent (50%) of more of the common stock of the Company then outstanding, or (B) all or substantially all of the assets of the Company.
