Termination not in Connection with a Change of Control. In the event Executive’s employment is terminated for any reason other than as provided in Section 4(a), then Executive will be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and benefits plans and practices or pursuant to other written agreements with the Company.
Termination not in Connection with a Change of Control. In the event the Employee’s employment terminates not in connection with a Change of Control, for any reason or no reason, whether on account of Disability, death, or otherwise, either prior to the period commencing two (2) months before the occurrence of a Change of Control or after the eighteen (18) month period following a Change of Control, then the Employee shall not be entitled to receive severance and any other benefits under this Agreement, but only as may then be established under the Company’s other then-existing severance and benefits plans and programs or pursuant to other agreements with the Company.
Termination not in Connection with a Change of Control. If the Employee’s employment terminates as a result of Involuntary Termination (as defined below) other than for Cause at any time prior to an announcement of a Change of Control or on or after the date that is twenty-four (24) months following a Change of Control or the announcement of a Change of Control, whichever comes later (a “Non-Change of Control Severance Termination”), then, subject to Employee (i) executing and not revoking a standard release of claims in favor of the Company; provided, however, that such release shall preserve all indemnification rights of Employee and all other rights of Employee under the currently existing indemnification agreement or similar agreement with the Company (a “Release”), and (ii) not breaching the provisions of Section 7 hereof, then Employee shall be entitled to receive the following severance and non-competition benefits:
Termination not in Connection with a Change of Control. In the event of Employee's termination of employment by AXOGEN without Substantial Cause prior to a Change of Control, Employee shall be entitled to a severance payment consisting of: (A) twelve (12) months of Employee's base salary; and (B) an amount equal to any bonuses paid to Employee during the twelve (12) month period prior to Employee's termination of employment. Notwithstanding anything to the contrary contained in this Section 5(b)(ii), no severance payment will be owed to Employee if Employee is terminated by AXOGEN (with or without cause) within nine months of the first date of Employees employment with AXOGEN.
Termination not in Connection with a Change of Control. In the event (a) that the Company terminates Executive's employment without Just Cause (excluding termination due to death or permanent disability (as defined in Section 22(e) of the Internal Revenue Code of 1986, as amended)), or (b) of a Constructive Discharge (any termination described in clause (a) or (b) being referred to as a "Severance"), unless such Severance occurs within one (1) year prior to or following a Change of Control (in which event Section 3.2 below shall govern), then Executive shall be entitled to the following (collectively, the "Severance Benefits"):
(i) a cash amount equal to six (6) months of salary at the rate of salary in effect immediately prior to the Severance (or, in the case of a Constructive Discharge pursuant to clause (i) of the definition thereof, immediately prior to the reduction in base salary described therein);
(ii) a cash amount equal to the arithmetic average of Executive's incentive compensation earned with respect to the three fiscal years immediately preceding Executive's Severance (or such shorter period that Executive was employed by the Company prior to Severance and annualized for partial years); PROVIDED, HOWEVER, that such amount shall not be less than one-half (1/2) of Executive's annual incentive compensation target with respect to the fiscal year in which Severance occurs;
(iii) Executive's car allowance and continued participation in all Company-provided employee benefit plans, including, without limitation, the Company's health insurance plan and 401(k) plan, for the same number of months as specified in clause (i) of this Section 3.1 (the foregoing participation to be in addition to Executive's right to elect continuation health coverage under the "COBRA" provisions of the Internal Revenue code of 1986, as amended; and
(iv) immediately prior to the time of Severance, Executive's stock options granted under the 1991 Stock Option Plan shall become immediately exercisable as to all of the shares covered thereby and Executive shall be permitted a period of three (3) months (or such longer period as Executive may have under the governing stock option agreement) in which to exercise such options (the Company agreeing to take such steps, promptly following the execution of this Agreement, as may be necessary to effectuate the intent of this clause
Termination not in Connection with a Change of Control. In the event of Employee’s termination of employment by AXOGEN without Substantial Cause either prior to a Change of Control or following the date that is one hundred and eighty (180) days following a Change in Control, Employee shall be entitled to a severance payment consisting of (A) twelve (12) months of Employee’s base salary; and (B) an amount equal to any bonuses paid to Employee during the twelve (12) month period prior to Employee’s termination of employment.
Termination not in Connection with a Change of Control. If the Executive has a Separation from Service due to the Executive’s employment being terminated by the Company without Cause or by the Executive for Good Reason, and such termination is not a Change of Control Termination, the following benefits shall be provided to the Executive:
(a) The Company shall pay to the Executive on the next payroll following the sixtieth (60th) day following the Executive’s Separation from Service, in a lump sum, an amount equal to two (2) times the Executive’s Cash Compensation;
(b) All Awards shall become immediately Vested;
(c) Any Stock Option (whether previously Vested or which becomes Vested pursuant to Subsection (b) above), other than a Stock Option which has been designated as an “incentive stock option” within the meaning of Section 422 of the Code, shall be exercisable by the Executive (or following the Executive’s death, by his estate) for a period of one year from the Termination Date (or such later date as provided under any award agreement or Stock Incentive Plan) (but not beyond the expiration date of the Stock Option);
(d) The Company shall continue the Executive’s current coverage (single or family) under (or, at the election of the Company, provide a tax equivalent monthly payment equal to the cost of) the Company’s plans or programs to provide health benefits (including, but not limited to, hospitalization, surgical, major medical, dental and vision benefits), disability insurance and death benefits (but Executive will be treated as a terminated employee as of the Termination Date for purposes of the Company’s 2004 Executive Death Benefit Plan), as in effect from time to time for other senior executives of the Company, until the earliest of (i) the end of the second year following the year of the Separation from Service, (ii) as applied to health benefit coverage, the Executive’s eligibility for Medicare, (iii) as applied to health benefits, disability insurance and death benefits, considered separately from each other, the Executive’s commencement of new employment where the Executive is eligible to participate in substantially similar plans or programs, or (iv) the Executive’s death. Notwithstanding the foregoing, if the Company determines in good faith that its payment of such costs will result in the imposition of excise taxes or penalties on the Company and/or the insurance carrier with respect to some or all of such benefit continuation, then the Company shall provide an economically equivalent benefi...
Termination not in Connection with a Change of Control. In the event that the Company terminates your employment other than for Cause, death, or Disability (as defined in the COC Policy) outside of the Change of Control Period (as defined in the COC Policy), then, subject to your executing and not revoking the Company’s form of Separation Agreement and Release in a form substantially similar to the form attached as an exhibit to the COC Policy (the “Release Agreement”) within the time prescribed below, you will be entitled to receive: (a) accelerated vesting as to the number of unvested shares subject to equity awards that otherwise would have vested during the six (6) months following the date your employment with the Company terminates had you remained employed with the Company through such time (provided that, if such termination of employment occurs during the first 6 months following the Start Date, you will receive accelerated vesting as to 187,500 shares subject to the Option); (b) extension of the period of time in which you have to exercise your vested options to purchase Company common stock until the date that is twelve (12) months following your termination date, subject to earlier termination on a change in control (or similar transaction) pursuant to the terms of the equity plan under which the options are granted; and (c) severance pay at a rate equal to one hundred percent (100%) of your Base Salary, as then in effect (less applicable withholdings) for a period of six (6) months following the date of such termination. The severance pay shall be paid in accordance with the Company’s normal payroll practices and shall terminate 6 months following the date of your termination of employment with the Company. The Release Agreement must become effective and irrevocable no later than the sixtieth (60th) day following your actual termination date (the “Release Deadline”). If the Release Agreement does not become effective and irrevocable by the Release Deadline (unless such failure to become effective results from action or inaction by the Company), you will forfeit any right to severance payments or benefits under this Section 6. In no event will severance payments or benefits be paid or provided until the Release Agreement becomes effective and irrevocable. Any severance payments that would have been made to you prior to the Release Deadline will be paid to you no later than the first reasonably available Company payroll date on or following the Release Deadline and the remaining payments will be made...
Termination not in Connection with a Change of Control. If the Employee’s employment with either Acorn or CoaLogix terminates as a result of Involuntary Termination (as defined below) other than for Cause at any time prior to an announcement of a Change of Control or on or after the date that is twenty-four months following a Change of Control or the announcement of a Change of Control, whichever comes later (a “Non-Change of Control Severance Termination”), then, subject to Employee (i) executing and not revoking a standard release of claims in favor of the Companies within twenty-eight (28) days of the Termination Date, provided that such release shall preserve all indemnification rights of Employee (a “Release”), and (ii) not breaching the provisions of Section 6 hereof and the Confidential Information and Invention Assignment Agreement, then Employee shall be entitled to receive the following severance and non-competition benefits:
Termination not in Connection with a Change of Control. In the event of Employee’s termination of employment by AXOGEN without Substantial Cause prior to a Change of Control, Employee shall be entitled to a severance payment consisting of (A) twelve (12) months of Employee's base salary; and (B) an amount equal to any bonuses paid to Employee during the twelve (12) month period prior to Employee’s termination of employment. However, if such termination occurs prior to payment of a bonus for the year ended December 31, 2016, Employee will receive the prorated estimated bonus earned as of the date of the Employee’s termination of employment. Notwithstanding anything to the contrary contained in this Section 5(b)(ii), no severance payment will be owed to Employee if Employee is terminated by AXOGEN for any reason (with or without cause) within six months of the first date of Employees employment with AXOGEN.