Termination without Cause, for Good Reason or Due to Death or Disability. Subject to Section 4(d), in the event the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (each, as defined in the Company’s Change in Control Severance Plan, notwithstanding the definitions contained the Participant’s Offer Letter from the Company), a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period based on actual performance, with such pro-rated portion, if any, determined by multiplying the number of Earned PSUs by a fraction, the numerator of which is the number of days elapsed from the Grant Date through the Participant’s date of termination, and the denominator of which is the number of days in the Performance Period. Subject to Section 4(d), in the event the Participant’s Service is terminated due to the Participant’s death or Disability, the Shares subject to the PSUs that have not yet vested shall vest at the end of the Performance Period based on actual performance.
Termination without Cause, for Good Reason or Due to Death or Disability. In the event that Executive’s employment is terminated (i) by Macromedia without Cause (as defined in Subsection 7.2), (ii) because of Executive’s death or Disability (as defined in Subsection 7.4), or (iii) voluntarily by Executive for Good Reason (as defined in Subsection 7.3), Macromedia shall provide Executive with termination benefits, as follows:
(a) Executive (or his estate) shall (i) receive a lump sum payment in an amount equal to two (2) times the sum of his annual rate of base salary and 100% of his annual target bonus, both at the level in effect immediately prior to his termination, with such payment in no event to be less than $1,600,000, less applicable deductions or withholdings, (ii) reimburse Executive for any expenses of Executive and his dependents incurred by him, for the two (2)-year period following his termination date, for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1975, as amended (“COBRA”) or pay for comparable coverage in the event Executive is no longer eligible for COBRA and (iii) pay the full annual premium and related tax gross-up on the life insurance policy maintained on the Executive pursuant to Subsection 7.1(d) below for the contract year in which his termination of employment occurs, other than any premium which would otherwise first become due after his death. Executive shall also be entitled to participate in any plans or other employee benefit arrangements (or Macromedia shall make available comparable arrangements) which are generally available to employees or executives of Macromedia during such two (2) year period other than the Macromedia tax-qualified pension or profit-sharing plans or the employee stock purchase plan. Under no circumstances shall Macromedia be obligated to make any payments or continue benefits beyond the two (2) year period after the date of Executive’s termination of employment.
(b) The vesting of each of the Prior Options held by Executive shall accelerate with respect to a number of shares equal to the greater of (i) the number of shares that will vest over the next twenty-four (24) months reduced by the number of months elapsed from the grant date of that Prior Option to the date of Executive’s termination of employment, or (ii) twelve (12) months of vesting; provided that any Prior Options with an exercise price less than the fair market value of Macromedia Common Stock on the Effective Date shall have vesting accelerated by no less than twenty-four (24) months....
Termination without Cause, for Good Reason or Due to Death or Disability. Notwithstanding anything contained herein to the contrary, if the Participant’s employment or other service relationship with the Company or an Affiliate is terminated (i) by the Company or an Affiliate without “Cause” (as defined below), (ii) by the Participant for “Good Reason” (as defined below), or (iii) due to the Participant’s “Disability” (as defined below) or death, the Option shall immediately become fully vested upon such termination and be fully exercisable on the date of the termination of such employment or service relationship and remain exercisable until the expiration date of the Option.
Termination without Cause, for Good Reason or Due to Death or Disability. If Executive’s employment with the Company terminates due to his death or Disability or due to a termination by the Company without Cause or by Executive for Good Reason (each as defined below and each, a “Qualifying Termination”), subject to Section 1(g) below, this Section 1(b)(iii)(E)(1) shall govern the Tranche C Grants, and each Tranche A RSU award and Tranche B RSU award shall be governed by the terms and conditions set forth in the applicable Award Agreement. Tranche C Grants that have vested but have not been settled or paid as of the date of a Qualifying Termination shall be settled or paid as soon as practicable after the January 2 immediately following the Date of Termination, but in no event later than the March 15 immediately following such Date of Termination. Tranche C Grants that have not vested as of the Date of Termination shall remain outstanding and eligible to vest upon the January 2 immediately following the Date of Termination (without the requirement of continued employment beyond such termination) and shall vest on a pro-rated basis upon and be paid as soon as practicable after such January 2 (but in no event later than the March 15 immediately following such Date of Termination), in a manner determined by multiplying amounts that would be earned under such Tranche C Grant based solely on attainment of the applicable performance objectives by a fraction, the numerator of which equals the number of days Executive was employed by the Company from January 1 of the applicable year of grant through the Date of Termination, and the denominator of which equals 365.
Termination without Cause, for Good Reason or Due to Death or Disability. Subject to Section 4(d), in the event the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason (each, as defined in the Company’s Change in Control Severance Plan) on or after January 1, 2024, a pro-rated portion of the Award shall remain eligible to vest at the end of the Performance Period based on actual performance, with such pro-rated portion, if any, determined by multiplying the number of Earned PSUs by a fraction, the numerator of which is the number of days elapsed from the Grant Date through the Participant’s date of termination, and the denominator of which is the number of days in the Performance Period. Subject to Section 4(d), in the event the Participant’s Service is terminated due to the Participant’s death or Disability, the Shares subject to the PSUs that have not yet vested shall vest at the end of the Performance Period based on actual performance. For the avoidance of doubt, in the event the Participant’s Service is terminated by the Company without Cause or by the Participant for Good Reason prior to January 1, 2024, the PSUs shall be immediately forfeited.
Termination without Cause, for Good Reason or Due to Death or Disability. In the event that Executive’s employment is terminated (i) by Macromedia without Cause (as defined in Subsection 7.2), (ii) because of Executive’s death or Disability (as defined in Subsection 7.4), or (iii) voluntarily by Executive for Good Reason (as defined in Subsection 7.3), Macromedia shall provide Executive with termination benefits, as follows:
(a) Executive (or her estate) shall (i) receive a lump sum payment in an amount equal to the sum of her annual rate of base salary and 100% of her annual target bonus, both at the level in effect immediately prior to her termination, with such payment to be no less than $ 450,000, less applicable deductions or withholdings, and (ii) reimburse Executive for any expenses of Executive and her dependents incurred by him, for the one (1)-year period following her termination date, for coverage under the Consolidated Omnibus Budget Reconciliation Act of 1975, as amended (“COBRA”) or pay for comparable coverage in the event Executive is no longer eligible for COBRA.
(b) The vesting of any New Stock Award that is a stock option shall accelerate with respect to the number of shares that will vest over the next twelve (12) months and shall remain exercisable until the earlier of (i) the date one (1) year following Executive’s termination date, and (ii) the expiration date set forth in the stock option agreement.
(c) Prior to the payment of any termination benefits under this Subsection 7.1 or Section 8 below, Executive shall execute a general release of claims; provided, however, that such release shall not extend to any subsequent claims Executive may have with respect to those termination benefits or continued option vesting.
Termination without Cause, for Good Reason or Due to Death or Disability. (i) If (A) the Company terminates Employee’s employment with the Company or any of its Affiliates for any reason other than for Cause, (B) Employee terminates his employment with the Company or any of its Affiliates for Good Reason within 120 days of the initial existence of the circumstance giving rise to the Good Reason, or (C) Employee’s employment with the Company or any of its Affiliates is terminated due to his death or Disability, in any case, prior to the date that is 12 calendar months following the Effective Date, the Company shall provide the following severance benefits to Employee following his “separation from service,” within the meaning of Section 409A, with the Company and/or such Affiliate (“Separation from Service”), as applicable:
(1) Within 10 business days of Employee’s Separation from Service, the Company will pay Employee a cash lump sum payment, which payment shall be made in U.S. currency, in the amount of $509,689.
(2) On the first May 15th that occurs after the date of Employee’s Separation from Service, the Company shall pay to Employee a cash lump-sum payment in an amount equal to $40,880.
(3) For a period of 12 months commencing one calendar day following the date upon which Employee incurs a Separation from Service, the Company shall pay COBRA premiums for Employee and any dependents covered under the Company’s group health plan immediately prior to such Separation from Service, provided that (A) Employee makes a timely election for COBRA continuation coverage and (B) the Company may cease making such premium payments when Employee secures other employment and becomes eligible to participate in the health insurance plan of Employee’s new employer. Notwithstanding the previous sentence, if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company shall in lieu thereof provide to Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that Employee would be required to pay to continue his group health coverage in effect on the date of his Separation from Service (which amount shall be based on the premium for the first month of COBRA coverage), which payments shall be made regardless of whether Employee elects COBRA continuation coverage and shall commence in the month following the month in which Employee incurs a Separation from Se...
Termination without Cause, for Good Reason or Due to Death or Disability. In the event that Recipient’s employment or other service relationship is terminated by the Company or one of its subsidiaries without Cause, by Recipient for Good Reason or due to Recipient’s death or Disability, any Restricted Interests that would have become vested with respect to the First Vesting Sub-Condition within twenty-four (24) months following the date of such termination had Recipient remained employed through such period shall accelerate and become vested upon the effective date of such termination (the “Accelerated Interests”), and, to the extent the Second Vesting Sub-Condition has previously been satisfied, shall thereafter be deemed Vested Interests; provided, that, after giving effect to the acceleration set forth in the preceding clause, any Restricted Interests that do not otherwise accelerate and are deemed Unvested Interests will be immediately forfeited by Recipient to the Company at such time. To the extent the Second Vesting Sub-Condition not yet been satisfied as of the effective date of such termination, the Accelerated Interests shall continue to remain outstanding for a period of seven (7) years following termination, and, upon satisfaction of the Second Vesting Sub-Condition at any time during such seven (7)-year period, the Accelerated Interests shall thereafter be deemed Vested Interests. For the avoidance of doubt, if the Second Vesting Sub-Condition is not met within the seven (7)-year period following Recipient’s termination, all Restricted Interests issued hereunder, including the Accelerated Interests, shall automatically and immediately be forfeited for no consideration as of the seventh anniversary of the effective date of Recipient’s termination of employment or other service relationship.
Termination without Cause, for Good Reason or Due to Death or Disability. If the Company or one of its Subsidiaries, as applicable, terminates the Optionee’s employment without Cause, if the Optionee resigns his employment for Good Reason, or if the Optionee’s employment with the Company or one of its Subsidiaries, as applicable, is terminated by reason of his death or Disability, the Company shall have the right to repurchase the Option Shares for the Fair Market Value.
Termination without Cause, for Good Reason or Due to Death or Disability. In the event that the Participant’s employment with the Company and/or its subsidiaries is terminated on or prior to the Vesting Date by the Company or such applicable subsidiary without Cause, or by the Participant for Good Reason (as defined in subsection (c) below), or due to the Participant’s death or Disability, the amount equal to the product of (x) the Performance Share Amount that is determined to have been earned as of the Vesting Date in accordance with Exhibit A, if any, multiplied by (y) a fraction, the numerator of which shall be the number of days in the Performance Period (as defined on Exhibit A) that have elapsed through (and inclusive of) the date of such termination of employment, and the denominator of which shall be the aggregate number of days in the Performance Period (as defined on Exhibit A) (i.e., [762]), shall vest and be delivered to the Participant (or the Participant’s estate, as applicable) on or within 30 days following the Vesting Date, in cash or stock, or any combination thereof, as determined by the Committee in its sole discretion. If all or any portion shall be paid in cash, the amount paid shall be based on the Fair Market Value as of the date of such termination.
