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:
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. 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. (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:
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. (a) If Executive's employment is terminated by the Employer without Cause or by Executive for Good Reason, or if Executive's employment is terminated by either Employer or Executive by reason of death or Disability, subject to execution by Executive, Executive's then spouse, or Executive's estate (as the case may be) of a release of all claims against Employer as provided in and to the extent required by the Employment Agreement, Executive shall be entitled to receive all unpaid Bonus Payments in a lump sum within fifteen (15) business days after the date of such termination of employment (or, if later, such other earliest date on which such amount can be paid as may be permitted under Section 409A).
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 Target Cash 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 the date of such termination of employment, and the denominator of which shall be 731, shall vest and be delivered to the Participant (or the Participant’s estate, as applicable) on or within 15 days following the Vesting Date.
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.
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.
