Common use of Termination By Executive For Good Reason Following a Change in Control Clause in Contracts

Termination By Executive For Good Reason Following a Change in Control. Executive may terminate Executive's employment upon thirty (30) days' advance written notice for Good Reason within twelve months following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

Termination By Executive For Good Reason Following a Change in Control. If, during the Term of this Agreement, a Change in Control occurs, and if Executive terminates Executive’s employment for Good Reason during the thirty-six (36) month period following such Change in Control, and if Executive signs (and does not revoke) the release described in Section 13, Executive shall be entitled to receive: (i) The Accrued Obligations and the Severance Benefit (except the amount of the cash severance payment shall be increased from one (1) month to thirty-six (36) months), payable in substantially equal periodic installments, in accordance with Company’s standard payroll practices, with the first installment due during the first payroll period following the expiration of the release revocation period described in Section 13, below. (ii) A pro rata portion of the annual target bonus Executive would have received pursuant to the then existing Company Bonus Plan (or any successor plan) had Executive continued employment through the end of the calendar year in which Executive’s termination of employment occurs, with such amount paid to Executive at the same time and in the same manner each participant in the Company Bonus Plan receives his or her bonus. (iii) To the extent permitted by the then existing equity incentive plan document, any previously awarded (but unvested) Equity Awards (both time and performance-based), and other forms of equity that may terminate have been previously awarded to Executive shall vest within ten (10) business days following the expiration of the revocation period applicable to the release described in Section 13 and, to the extent permitted by Section 409A of the Code, shall become immediately payable and/or exercisable within ten (10) days following the expiration of the release revocation period; provided, however that the foregoing shall not apply to XSUs, which shall be treated as set forth in the applicable Equity Award agreement. Any termination or forfeiture of unvested Equity Awards that could vest pursuant to the prior sentence and otherwise would have occurred on or prior to the effective date of the release will be delayed until such date. For the avoidance of doubt, if the offer of the release expires or if the release is timely executed but revoked, the termination or forfeiture of unvested Equity Awards shall occur effective upon such expiration or revocation. Notwithstanding the foregoing, any performance-based Equity Awards that vest pursuant to this Subsection 10(b)(iii) shall vest according to the target for such Equity Awards as opposed to actual attainment. (iv) An additional lump sum cash payment equal to twelve (12) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical and dental coverage options elected by Executive (and Executive's employment upon ’s dependents) immediately prior to the termination date, with such amount payable during the first payroll period following the expiration of the release revocation period described in Section 13. (v) For purposes of this Section 10(b), “Good Reason” means: (1) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; (2) a material reduction of Executive’s then-existing Base Salary; or (3) Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: (x) Executive gives Company notice of the existence of the condition constituting Good Reason within thirty (30) days' advance written notice for days following the initial occurrence thereof; (y) Company does not remedy or cure the Good Reason condition within twelve months thirty (30) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation end of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of cure period described in (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amendedy), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

Termination By Executive For Good Reason Following a Change in Control. If, during the Term of this Agreement, a Change in Control occurs, and if Executive may terminate terminates Executive's ’s employment upon thirty (30) days' advance written notice for Good Reason within twelve months during the thirty-six (36) month period following a such Change in Control, and if Executive signs (and does not revoke) the release described in Section 13, Executive shall be entitled to receive: (i) The Accrued Obligations and the Severance Benefit (except the amount of the cash severance payment shall be increased from one (1) month to thirty-six (36) months), payable in substantially equal periodic installments, in accordance with Company’s standard payroll practices, with the first installment due during the first payroll period following the expiration of the release revocation period described in Section 13, below. (ii) A pro rata portion of the annual target bonus Executive would have received pursuant to the then existing Company Bonus Plan (or any successor plan) had Executive continued employment through the end of the calendar year in which Executive’s termination of employment occurs, with such amount paid to Executive at the same time and in the same manner each participant in the Company Bonus Plan receives his or her bonus. (iii) To the extent permitted by the then existing equity incentive plan document, any previously awarded (but unvested) Equity Awards (both time and performance-based), and other forms of equity that may have been previously awarded to Executive shall vest in full within ten (10) business days following the expiration of the revocation period applicable to the release described in Section 13 and, to the extent permitted by Section 409A of the Code, shall become immediately payable and/or exercisable within ten (10) days following the expiration of the release revocation period; provided, however that the foregoing shall not apply to XSUs, which shall be treated as set forth in the applicable Equity Award agreement. "Any termination or forfeiture of unvested Equity Awards that could vest pursuant to the prior sentence and otherwise would have occurred on or prior to the effective date of the release will be delayed until such date. For the avoidance of doubt, if the offer of the release expires or if the release is timely executed but revoked, the termination or forfeiture of unvested Equity Awards shall occur effective upon such expiration or revocation. Notwithstanding the foregoing, any performance-based Equity Awards that vest pursuant to this Subsection 10(b)(iii) shall vest according to the target for such Equity Awards as opposed to actual attainment. (iv) An additional lump sum cash payment equal to twelve (12) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical and dental coverage options elected by Executive (and Executive’s dependents) immediately prior to the termination date, with such amount payable during the first payroll period following the expiration of the release revocation period described in Section 13. (v) For purposes of this Section 10(b), “Good Reason" is defined as” means: (a1) a material reduction of Executive’s duties, authority or responsibilities, in effect on the Effective Date; (2) a material reduction of Executive’s then-existing total annual on-target earnings, consisting of Base Salary, target bonus, and target annual Equity Awards; (3) Company’s material breach of this Agreement; or (4) a relocation of Executive's ’s principal place of employment of workplace by more than 50 miles without consent 30 miles. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: (x) Executive gives Company notice of Executivethe existence of the condition constituting Good Reason within thirty (30) days following the initial occurrence thereof; (by) a material diminution Company does not remedy or cure the Good Reason condition within thirty (30) days of Executive's duties or responsibilitiesreceiving such notice described in (x); provided that a mere change in and (z) Executive terminates employment within thirty (30) days following the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation end of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of cure period described in (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amendedy), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

Termination By Executive For Good Reason Following a Change in Control. Executive may terminate Executive's employment upon thirty (30) days' advance written notice for Good Reason within twelve months following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", " the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

Termination By Executive For Good Reason Following a Change in Control. If, during the Term of this Agreement, a Change in Control occurs, and if Executive terminates Executive’s employment for Good Reason during the thirty-six (36) month period following such Change in Control, and if Executive signs (and does not revoke) the release described in Section 13, Executive shall be entitled to receive: (i) The Accrued Obligations and the Severance Benefit (except the amount of the cash severance payment shall be increased from one (1) month to thirty-six (36) months), payable in substantially equal periodic installments, in accordance with Company’s standard payroll practices, with the first installment due during the first payroll period following the expiration of the release revocation period described in Xxxxxxx 00, xxxxx. (xx) X pro rata portion of the annual target bonus Executive would have received pursuant to the then existing Company Bonus Plan (or any successor plan) had Executive continued employment through the end of the calendar year in which Executive’s termination of employment occurs, with such amount paid to Executive at the same time and in the same manner each participant in the Company Bonus Plan receives his or her bonus. (iii) To the extent permitted by the then existing equity incentive plan document, any previously awarded (but unvested) Equity Awards (both time and performance-based), and other forms of equity that may terminate have been previously awarded to Executive shall vest within ten (10) business days following the expiration of the revocation period applicable to the release described in Section 13 and, to the extent permitted by Section 409A of the Code, shall become immediately payable and/or exercisable within ten (10) days following the expiration of the release revocation period; provided, however that the foregoing shall not apply to XSUs, which shall be treated as set forth in the applicable Equity Award agreement. Any termination or forfeiture of unvested Equity Awards that could vest pursuant to the prior sentence and otherwise would have occurred on or prior to the effective date of the release will be delayed until such date. For the avoidance of doubt, if the offer of the release expires or if the release is timely executed but revoked, the termination or forfeiture of unvested Equity Awards shall occur effective upon such expiration or revocation. Notwithstanding the foregoing, any performance-based Equity Awards that vest pursuant to this Subsection 10(b)(iii) shall vest according to the target for such Equity Awards as opposed to actual attainment. (iv) An additional lump sum cash payment equal to twelve (12) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical and dental coverage options elected by Executive (and Executive's employment upon ’s dependents) immediately prior to the termination date, with such amount payable during the first payroll period following the expiration of the release revocation period described in Section 13. (v) For purposes of this Section 10(b), "Good Reason" means: (1) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; (2) a material reduction of Executive’s then-existing Base Salary; or (3) Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: (x) Executive gives Company notice of the existence of the condition constituting Good Reason within thirty (30) days' advance written notice for days following the initial occurrence thereof; (y) Company does not remedy or cure the Good Reason condition within twelve months thirty (30) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation end of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of cure period described in (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amendedy), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.

Termination By Executive For Good Reason Following a Change in Control. If, during the Term of this Agreement, a Change in Control occurs, and if Executive terminates Executive’s employment for Good Reason during the thirty-six (36) month period following such Change in Control, and if Executive signs (and does not revoke) the release described in Section 13, Executive shall be entitled to receive: (i) The Accrued Obligations and the Severance Benefit (except the amount of the cash severance payment shall be increased from one (1) month to thirty-six (36) months), payable in substantially equal periodic installments, in accordance with Company’s standard payroll practices, with the first installment due during the first payroll period following the expiration of the release revocation period described in Section 13, below. (ii) A pro rata portion of the annual target commission Executive would have received pursuant to the then existing Company Commission Plan (or any successor plan) had Executive continued employment through the end of the calendar year in which Executive’s termination of employment occurs, with such amount paid to Executive at the same time and in the same manner each participant in the Company Commission Plan receives his or her commission. (iii) To the extent permitted by the then existing equity incentive plan document, any previously awarded (but unvested) Equity Awards (both time and performance-based), and other forms of equity that may terminate have been previously awarded to Executive shall vest within ten (10) business days following the expiration of the revocation period applicable to the release described in Section 13 and, to the extent permitted by Section 409A of the Code, shall become immediately payable and/or exercisable within ten (10) days following the expiration of the release revocation period; provided, however that the foregoing shall not apply to XSUs, which shall be treated as set forth in the applicable Equity Award agreement. Any termination or forfeiture of unvested Equity Awards that could vest pursuant to the prior sentence and otherwise would have occurred on or prior to the effective date of the release will be delayed until such date. For the avoidance of doubt, if the offer of the release expires or if the release is timely executed but revoked, the termination or forfeiture of unvested Equity Awards shall occur effective upon such expiration or revocation. Notwithstanding the foregoing, any performance-based Equity Awards that vest pursuant to this Subsection 10(b)(iii) shall vest according to the target for such Equity Awards as opposed to actual attainment. (iv) An additional lump sum cash payment equal to twelve (12) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical and dental coverage options elected by Executive (and Executive's employment upon ’s dependents) immediately prior to the termination date, with such amount payable during the first payroll period following the expiration of the release revocation period described in Section 13. (v) For purposes of this Section 10(b), “Good Reason” means: (1) a material reduction of Executive’s duties, authority or responsibilities, in effect immediately prior to such reduction; (2) a material reduction of Executive’s then-existing Base Salary; or (3) Company’s material breach of this Agreement. Notwithstanding the foregoing, no termination by Executive shall constitute a termination for Good Reason unless: (x) Executive gives Company notice of the existence of the condition constituting Good Reason within thirty (30) days' advance written notice for days following the initial occurrence thereof; (y) Company does not remedy or cure the Good Reason condition within twelve months thirty (30) days of receiving such notice described in (x); and (z) Executive terminates employment within thirty (30) days following a Change in Control. "Good Reason" is defined as: (a) a relocation of Executive's principal place of employment of more than 50 miles without consent of Executive; (b) a material diminution of Executive's duties or responsibilities; provided that a mere change in the Executive's title or reporting relationships will not be Good Reason; or (c) a material reduction in Executive's compensation (other than equity-based compensation) or employee benefits other than as part of a general reduction in compensation or benefits of all similarly situated Company executives. "Change in Control" is defined as: (i) the consummation of a merger or consolidation end of the Company with or into another entity or any other corporate reorganization, if persons who were not stockholders of the Company immediately prior to such merger, consolidation or other reorganization own immediately after such merger, consolidation or other reorganization 50% or more of the voting power of the outstanding securities of each of cure period described in (A) the continuing or surviving entity and (B) any direct or indirect parent corporation of such continuing or surviving entity; (ii) the sale, transfer or other disposition of all or substantially all of the assets of the Company; (iii) a change in the composition of the Board, as a result of which fewer than 50% of the incumbent directors (or persons whose nomination for election as director has been approved by incumbent directors) are directors; or (iv) any transaction as a result of which any person is the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amendedy), directly or indirectly, of securities of the Company representing at least 50% of the total voting power represented by the Company's then outstanding voting securities. For purposes of the definition of "Change in Control", the term "person" shall have the same meaning as when used in Sections 13(d) and 14(d) of the Securities Exchange Act but shall exclude (A) a trustee or other fiduciary holding securities under an employee benefit plan of the Company or of a parent or subsidiary of the Company and (B) a corporation owned directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of the common stock of the Company.