Termination Prior to a Change of Control. If, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive's employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shall:
(a) Pay to the Executive a lump sum amount (reduced by any required withholding), within ten (10) business days following the Change of Control, equal to the sum of (i) twelve (12) times his monthly base salary (at the highest monthly base salary rate in effect for the Executive in the twelve-month period prior to the termination of his employment) and (ii) an amount equal to the amount payable pursuant to the immediately preceding clause (i) times his target bonus percentage under the Company's Management Incentive Plan or any successor plan for the year in which the termination of the Executive's employment occurs; and
(b) Provide the Executive and his dependents with the same life, accident, health and dental insurance benefits that the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is twelve (12) months following the date of the Change of Control; or (ii) the date the Executive commences subsequent employment; provided, that if the Executive's continued participation is not possible under the terms of any one or more of those insurance plans, the Company shall pay to the Executive the amount the Company would have paid in premiums under the relevant plan or plans had the Executive continued to be employed by the Company and continued to participate in the relevant plan or plans. The Executive and his dependents shall be entitled to health insurance continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985 ("COBRA"), from the date of discontinuance specified in the preceding sentence, to the extent such coverage is required to be provided in accordance with applicable law; and
(c) On the Change of Control, and notwithstanding any contrary provisions of the Amended and Restated 1994 Stock Option Plan, the Second Amended and Restated 1996 Long-Term Performance Incentive Plan or the 2003 Equity Incentive Plan (or any plans that may become the successors to such plans) and a...
Termination Prior to a Change of Control. If, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive’s employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), the Company shall:
Termination Prior to a Change of Control. In the event that the Company terminates Executive’s employment without Cause or Executive terminates his employment with Good Reason and a Change of Control is consummated no more than six (6) months following the effective date of Executive’s termination, then, in addition to the payments and benefits set forth in Section 8(b), Executive shall also receive a lump sum payment equal to six (6) months of Executive’s Base Salary. In order to receive the payment set forth in this Section 8(c): (i) the Change of Control must have been Pending on the effective date of Executive’s termination; and (ii) Executive must execute the Release. The payment shall be made on the first regularly scheduled payroll date following the later of (x) the Change of Control, and (y) the effective date of the Release; provided, however, that if the 60 day period for the Release to become effective begins in one calendar year and ends in a second calendar year, the payment shall not be paid until the second calendar year.
Termination Prior to a Change of Control. In the event that the Company terminates Executive’s employment without Cause or Executive terminates Executive’s employment with Good Reason and a Change of Control is consummated no more than six (6) months following the effective date of Executive’s termination, then, in addition to the payments and benefits set forth in Section 8(b), Executive shall also receive a lump sum payment equal to six (6) months of Executive’s Base Compensation. In order to receive the payment set forth in this Section 8(c): (i) the Change of Control must have been Pending on the effective date of Executive’s termination; and (ii) Executive must execute the Release and the Release must become effective within 60 days following the date of Executive’s termination. The payment shall be made on the first regularly scheduled payroll date following the later of (x) the Change of Control, and (y) the effective date of the Release; provided, however, that if the 60 day period for the Release to become effective begins in one calendar year and ends in a second calendar year, the payment shall not be paid until the second calendar year.
Termination Prior to a Change of Control. In the event that (i) the Company terminates Executive’s employment without Cause, Executive terminates his employment with Good Reason, or Executive’s employment terminates as a result of the Company providing Executive with notice of its intent not to renew the Employment Term pursuant to Section 3 and (ii) a Change of Control is consummated no more than six (6) months following the effective date of Executive’s termination, then, in addition to the payments and benefits set forth in Sections 8(a) and 8(b), Executive shall also receive a lump sum payment equal to twenty-four (24) months of Executive’s Base Compensation. In order to receive the payment set forth in this Section 8(c): (i) the Change of Control must have been Pending on the effective date of Executive’s termination; and (ii) Executive must execute the Release. The payment shall be made on the first regularly scheduled payroll date following the later of (x) the Change of Control, and (y) the effective date of the Release; provided, however, that if the 60 day period for the Release to become effective begins in one calendar year and ends in a second calendar year, the payment shall not be paid until the second calendar year.
Termination Prior to a Change of Control. If, within nine (9) months prior to a Change of Control (as such term is defined in Section 3(c) below) and subsequent to the commencement of substantive discussions that ultimately result in the Change of Control, but prior to such Change of Control, the Company terminates the Executive’s employment with the Company for a reason other than Cause (as such term is defined in Section 3(d) below), death or Disability (as such term is defined in Section 3(e) below), or the Executive resigns for Good Reason (as such term is defined in Section 2(e) below), the Company shall have paid to the Executive the Final Compensation (as such term is defined in the Employment Letter between the Executive and the Company dated as of December 5, 2016 (the “Employment Letter”)) and the Health Payment (as such term is defined in the Employment Letter) in accordance with the terms of the Employment Letter, and, subject to the Executive’s satisfaction of the Release Condition (as such term is defined in Section 3 below):
Termination Prior to a Change of Control. Nothing in this Agreement shall limit the Company's ability to terminate the Employee, with or without Cause, prior to a Change of Control. This Agreement will be immediately terminated upon any termination of the employment relationship between the Company and the Employee including death, disability or retirement prior to a Change of Control.
Termination Prior to a Change of Control. In the event that Executive's employment with the Company is terminated prior to a Change in Control on account of an involuntary termination by the Company for any reason other than Cause, death or Disability, Executive shall be entitled to the benefits provided in subsection (b) of this Section 2.
Termination Prior to a Change of Control. If, prior to a "Change of ---------------------------------------- Control" (as such term is defined in Section 8(c) below), the Company terminates the Executive's employment with the Company (i) without "Cause" (as such term is defined in Section 8(d) below) or (ii) by electing not to renew this Agreement pursuant to Section 1, the Company shall:
(a) Continue to pay to the Executive, in accordance with the Company's normal payroll practices and policies in effect from time to time (including any required withholding), the Executive's base salary (at the monthly base salary rate in effect for such Executive immediately prior to the termination of his employment) for eighteen (18) months following the termination of the Executive's employment; provided, however, that the Company shall not be obligated to make any payments pursuant to this Section 5(a) during any period in which the Executive is in violation of the terms of his Confidential Information, Inventions and Non-Competition Agreement with the Company.
(b) Provide the Executive with health insurance substantially similar to that which the Executive was receiving immediately prior to the termination of his employment until the earlier of: (i) the date which is eighteen (18) months following the termination of the Executive's employment; or (ii) the date the Executive begins receiving substantially similar insurance from a subsequent employer.
(c) Provide that the Executive shall have three years to exercise any then-exercisable, unexpired installments of any stock options held by the Executive on the Executive's last date of employment or if later, the date when the Executive ceases to be a member of the Board of Directors of the Company.
Termination Prior to a Change of Control. In the event that the Employee is terminated as a result of an Involuntary Termination other than for Cause, death, or Disability at any time on or prior to a Change of Control, Employee shall be entitled to twelve (12) months of Employee's base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of such termination.
