Termination by the Company without Cause or Resignation for Good Reason in Connection with a Change of Control. If, within the three (3)-month period immediately prior to (or otherwise in connection with or in anticipation of a Change of Control), on or during the twenty-four (24)-month period immediately following, a Change of Control (such period, the “CIC Protective Period”), the Grantee has a Termination of Service by the Company without Cause or the Grantee resigns for Good Reason, then, so long as the termination occurs following a Change of Control which constitutes a 409A CIC, any then-outstanding RSUs will vest and will settle (or be paid) on or within three (3) days following the date of Termination of Service and, otherwise, to the extent necessary to avoid the imposition of taxes under Section 409A, such RSUs will continue to vest and will settle (or be paid) in accordance with the Settlement Schedule. For purposes of the Agreement, a “409A CIC” shall mean a Change of Control that constitutes a “change in control event” within the meaning of Section 409A.
Termination by the Company without Cause or Resignation for Good Reason in Connection with a Change of Control. If, within the three (3)-month period immediately prior to (or otherwise in connection with or in anticipation of a Change of Control), on or during the twenty-four (24)-month period immediately following, a Change of Control (such period, the “CIC Protective Period”), the Grantee has a Termination of Service by the Company without Cause or the Grantee resigns for Good Reason, then, so long as the termination occurs following a Change of Control which constitutes a 409A CIC, any then-outstanding PSUs will immediately vest, with any applicable Performance Objective deemed achieved at the target level and will settle (or be paid) on or within three (3) days following the date of Termination of Service and, otherwise, to the extent necessary to avoid the imposition of taxes under Section 409A, such PSUs will continue to vest, with any applicable Performance Objective deemed achieved at the target level and will settle (or be paid) in accordance with the Settlement Schedule. For purposes of the Agreement, a “409A CIC” shall mean a Change of Control that constitutes a “change in control event” within the meaning of Section 409A.
Termination by the Company without Cause or Resignation for Good Reason in Connection with a Change of Control. If, within the three (3)-month period immediately prior to (or otherwise in connection with or in anticipation of a Change of Control), on or during the twenty-four (24)-month period immediately following, a Change of Control (such period, the “CIC Protective Period”), the Grantee has a Termination of Service by the Company without Cause or the Grantee resigns for Good Reason, then, so long as such Termination of Service occurs following a Change of Control
