Termination in Connection with a Change in Control Event. In the event that (a) the Company experiences a Change in Control Event and (b) either (i) the Company terminates your employment effective on a date prior to the first anniversary of the Change in Control Event for any reason other than "Cause" or (ii) you terminate your employment prior to the first anniversary of the Change in Control Event due to "Good Reason," and (c) in the case of a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event, you represent and warrant that, as of the termination of your employment, you have not entered into any understanding or arrangement with the acquiring individual or entity regarding future employment, the Company will make a lump sum payment to you within 45 days of the termination of your employment equal to the sum of: (A) your then current monthly base salary multiplied by 18; (B) an amount equal to the amount necessary to pay your COBRA premiums for continuation of group health insurance coverage for 18 months based on such premiums in effect on the date of your termination; and (C) your full target STI bonus amount for the year in which your termination of employment occurs. The payments under this Section 3.2 are in lieu of the benefits under Section 3.1, and in no event will you be paid benefits under both Sections 3.1 and 3.2. Notwithstanding the foregoing, in the event that (A) the Company experiences a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event and (B) prior to the date of payment under this Section 3.2 you accept a position with the acquirer of the Company's assets, which in any other Change in Control Event would not be deemed Good Reason under Section 3.2(b)(ii), all benefits under Sections 3.1 and 3.2 will be forfeited. The Parties agree and acknowledge that their intent is that none of the benefits payable under this Section 3.2 shall constitute an "excess parachute payment" under Section 280G of the Code that would give rise to an excise tax under Section 4999 of the Code or a loss of deduction under Section 280G of the Code. To give effect to that intent, and notwithstanding any other provision of this Agreement to the contrary, the Parties specifically agree that the aggregate amount of the benefits payable to you or for your benefit that constitute "parachute payments" within the meaning of Section 280G(b)(2) of the Code, under this Agreement or any other agreement or arrangement between you and the Comp...
Termination in Connection with a Change in Control Event. If (i) a condition occurs which constitutes Good Reason and after Employee has complied with the applicable notice period and the Company has failed to remedy such condition, Employee actually resigns (all as described in detail in the definition of “Good Reason” in Section 1) or (ii) the Company terminates Employee’s employment hereunder without Cause, in either case within 12 months after the occurrence of a Change in Control Event, then in lieu of any other payments, rights or benefits under Section 5.3(a), Employee will be entitled to receive an amount equal to one and one-half (1.5) times Employee’s then current Base Salary, payable over 18 months, commencing upon the effective date of the termination of Employee’s employment with the Company, in accordance with the Company’s customary payroll practices for its senior management personnel (the “Change in Control Severance Payment”), plus an amount equal to one (1) times the target Bonus for the year in which such resignation or termination occurs (such amount being payable in a lump sum on such effective date of termination), payable within 2 ½ months following such termination or resignation. In addition, the Options and any restricted stock grants held by Employee immediately prior to his termination shall vest in full. Further, if Employee elects COBRA continuation of his insured group health benefits, the Company will waive the applicable premiums otherwise payable for such COBRA continuation for a period of 18 months (or, if less, for the duration of such COBRA continuation). All payments made under this section shall be subject to Sections 5.6 and 5.7(b) below.
Termination in Connection with a Change in Control Event. Subject to Sections 5(f) and 10(p) and Executive’s continued compliance with Section 6, if Executive’s employment is Involuntarily Terminated within twelve (12) months after consummation of a Change in Control transaction or within ninety (90) days prior to the consummation of a Change in Control or if terminated after an agreement has been executed that contemplates the consummation of an Change in Control but before it closes, Executive shall be entitled to receive, in addition to (A) any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company and (B) pursuant to Section 5(c) hereof, the vesting and/or exercisability of any outstanding unvested portions of such Stock Awards shall be automatically accelerated so as to be immediately vested and exercisable as of the date of Involuntary Termination and shall remain exercisable through the Severance Period (subject to earlier termination (A) in connection with a recapitalization or similar transaction pursuant to the Company’s equity incentive plans governing such Stock Awards or (B) the contractual term of the Stock Award).
Termination in Connection with a Change in Control Event. Provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants set forth in Section 7, in the event: (i) Executive’s employment is terminated for any reason, except for Cause, within eighteen (18) months following the occurrence of a Change in Control Event (as defined below) or in anticipation of a Change in Control Event or (ii) Executive terminates his employment within eighteen (18) months following the occurrence of a Change in Control Event for Good Reason, Executive will be entitled to the amounts set forth in Sections 5.1.1 and 5.1.3 (except that for purposes of Section 5.1.3 the Severance Period shall be eighteen months), and an amount equal to one and one-half times the sum of (i) Executive’s target EBP bonus (ii) and Executive’s annual base salary at the time of termination. All amounts payable to Executive pursuant to this Section 5.6 shall be paid in a lump sum payment within fifteen (15) days of any applicable revocation period, except as required by Section 12.2 of this Agreement. For purposes of this Agreement, a “Change in Control Event” shall mean the occurrence of any one of the following events:
Termination in Connection with a Change in Control Event. Subject to Sections 5(f) and 9(p) and Executive’s continued compliance with Section 6, if Executive’s employment is Involuntarily Terminated within twelve (12) months after consummation of a Change in Control transaction or within ninety (90) days prior to the consummation of a Change in Control or if terminated after an agreement has been executed that contemplates the consummation of an Change in Control but before it closes, Executive shall be entitled to receive, in lieu of (A) any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company or (B) pursuant to Section 5(c) hereof, the benefits provided below, which, with respect to clause (ii) and the last sentence of clause (iii) (if applicable) will be payable in a lump sum within ten (10) days following the effective date of Executive’s Release:
(i) an amount equal to one and one-half (1 ½) times Executive’s then current base salary (without regard to any reduction in base salary that gave rise to an event of Good Reason), provided, however, that so long as Executive is still entitled to receive the Sale Bonus, the amount shall equal three-quarters (¾) times Executive’s then current base salary (without regard to any reduction in base salary that gave rise to an event of Good Reason);
(ii) the Company shall arrange to provide, for a period of twelve (12) months from the date of Executive’s Involuntary Termination, Executive and his or her eligible dependents who were covered under the Company’s health insurance plans as of the date of Executive’s Involuntary Termination with health (including medical, dental and vision) insurance benefits substantially similar to those provided to Executive and his or her dependents immediately prior to the date of such Involuntary Termination, provided, however, that so long as Executive is still entitled to receive the Sale Bonus, the period of coverage shall be six (6) months. If any of the Company’s health benefits are self-funded as of the date of Executive’s Involuntary Termination, or if the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), instead of providing continued health insurance benefits as set forth above, the Company shall instead pay to Executive an amount equal to (A) twelve (12) months (or six (6) months ...
Termination in Connection with a Change in Control Event. Provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants set forth in Section 7, in the event: (i) Executive’s employment is terminated for any reason, except for Cause, within eighteen (18) months following the occurrence of a Change in Control Event (as defined below) or in anticipation of a Change in Control Event or (ii) Executive terminates his employment within eighteen (18) months following the occurrence of a Change in Control Event for Good Reason, Executive will be entitled to the amounts set forth in Sections 5.1.1 and 5.1.3 (except that for purposes of Section 5.1.3 the Severance Period shall be the period set forth on Schedule A), and an amount equal to the change in control multiplier set forth on Schedule A times the sum of (i) Executive’s target EBP bonus (ii) and Executive’s annual base salary at the time of termination. All
Termination in Connection with a Change in Control Event. In the event that (a) the Company experiences a Change in Control Event and (b) either (i) the Company terminates your employment effective on a date prior to the second anniversary of the Change in Control Event for any reason other than Cause or (ii) you terminate your employment prior to the second anniversary of the Change in Control Event due to Good Reason, and (c) in the case of a Change in Control Event described in Paragraph (c) of the definition of Change in Control Event, you represent and warrant that, as of the termination of your employment, you have not entered into any understanding or arrangement with the acquiring individual or entity regarding future employment, the Company will (A) make a lump sum payment to you within 45 days of the termination of your employment equal to the sum of: (1) your then current monthly base salary (or, if greater, your monthly base salary as in effect immediately prior to the Change in Control Event) multiplied by 24; (2) an amount equal to the amount necessary to pay your COBRA premiums for continuation of group health insurance coverage for 24 months based on such premiums in effect on the date of your termination (or, if greater, your COBRA premiums as in effect immediately prior to the Change in Control Event); and (3) your full target STI bonus amount for the year in which your termination of employment occurs (or, if greater, your full target STI bonus amount for the year in which the Change in Control Event occurs) and (B) effective immediately prior to your termination of employment: (x) fully vest all Restricted Stock Units; (y) fully vest and cause to become immediately exercisable all outstanding stock options granted to you prior to the Change in Control Event; and (z) pay out, within 45 days following your termination of employment, any applicable outstanding Performance Share Award based, as determined in the reasonable discretion of the Compensation Committee, on the pro rata portion of the performance period that has lapsed and the extent to which progress towards the applicable performance goals has been achieved; provided, however, that each outstanding Performance Share Award shall be treated as earned and vested at no less than 33% of the target amount. The payments and benefits under this Section 3.2 are in lieu of the benefits under Section 3.1, and in no event will you be paid benefits under both Sections 3.1 and 3.2. Notwithstanding the foregoing, in the event that (A) the Company exp...
Termination in Connection with a Change in Control Event. Provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants set forth in Section 7, in the event: (i) Executive’s employment is terminated for any reason, except for Cause, within eighteen (18) months following the occurrence of a Change in Control Event (as defined below) or in anticipation of a Change in Control Event or (ii) Executive terminates his employment within eighteen (18) months following the occurrence of a Change in Control Event for Good Reason, Executive will be entitled to the amounts set forth in Sections 5.1.1 and 5.1.3 (except that for purposes of Section 5.1.3 the Severance Period shall be the period set forth on Schedule A), and an amount equal to the change in control multiplier set forth on Schedule A times the sum of (i) Executive’s target EBP bonus (ii) and Executive’s annual base salary at the time of termination. All amounts payable to Executive pursuant to this Section 5.6 shall be paid in a lump sum payment within fifteen (15) days of any applicable revocation period, except as required by Section 12.2 of this Agreement. For purposes of this Agreement, a “Change in Control Event” shall mean the occurrence of any one of the following events:
Termination in Connection with a Change in Control Event. In the event: (i) Executive’s employment is terminated for any reason, except for “Cause”, within twenty-four (24) months following the occurrence of a Change in Control Event (as defined below) or (ii) Executive terminates his employment within twenty-four (24) months following the occurrence of a Change in Control Event for “Good Reason,” Executive will be entitled to the benefits set forth in Section 6.3 of this Agreement. For purposes of this Agreement, a “Change in Control Event” shall mean the occurrence of any one of the following events:
Termination in Connection with a Change in Control Event. Provided the Release under Section 5.2 has been executed and become effective and enforceable in accordance with its terms following expiration of the applicable revocation period and Executive complies with the Restrictive Covenants set forth in Section 7, in the event: (i) Executive’s employment is terminated for any reason, except for Cause, within eighteen (18) months following the occurrence of a Change in Control Event (as defined below) or in anticipation of a Change in Control Event or (ii) Executive terminates his employment within eighteen (18) months following the occurrence of a Change in Control Event for Good Reason, Executive will be entitled to the amounts set forth in Sections 5.1.1 and 5.1.3 (except that
