Termination without Cause or for Good Reason in Connection with a Change in Control. If the Executive’s employment by the Company is terminated in a Qualifying Termination during the three (3) months preceding or twenty four (24) months following a “Change in Control” (as defined in the Company Severance Policy), the Company shall pay or provide the Executive with the following:
(i) the Accrued Benefits set forth in Sections 8(a)(i) and 8(a)(iii) through (vi), provided that the benefits described in Section 8(a)(iii) hereof shall be subject to the Executive’s continued compliance with the obligations in Sections 9, 10 and 11 hereof; and
(ii) subject to the Executive’s continued compliance with the obligations in Sections 9, 10 and 11 hereof, the benefits payable under the Company Severance Policy, subject to its terms and the terms of the Executive’s participation agreement relating to the Company Severance Policy (and for the avoidance of doubt, such amounts shall not duplicate any amounts payable under this Agreement). Payments and benefits provided in this Section 8(e) shall be in lieu of any termination or severance payments or benefits for which the Executive may be eligible under any of the plans, policies or programs of the Company, including without limitation under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation, subject to the following. Notwithstanding anything to the contrary in the Company Severance Policy, (i) the terms “Cause”, “Good Reason”, and “Qualifying Termination” or terms of similar import shall have the definition provided in this Agreement (and any dispute over the reason for the Executive’s termination shall be resolved by binding arbitration in accordance with Section 19 of this Agreement), (ii) to the extent that a release of claims is required to receive such severance, the release shall be substantially in the form of Exhibit B attached hereto, as may be updated by the Company from time to time to reflect changes in law or practice, and (iii) the restrictive covenants in this Agreement shall apply instead of any restrictive covenants of the Company Severance Policy.
Termination without Cause or for Good Reason in Connection with a Change in Control. Upon the Executive’s cessation of employment with the Company or any Affiliate of the Parent due to a termination without Cause or for Good Reason, in each case, provided that such termination occurs on or after, or in anticipation of, a Change in Control, the Service Condition applicable to each share of Restricted Stock shall be deemed to have been fully attained.
Termination without Cause or for Good Reason in Connection with a Change in Control. If the Company terminates Employee’s employment with the Company without Cause (excluding death or Disability) or if Employee resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change in Control Period, then subject to Section 4, Employee will receive the following:
Termination without Cause or for Good Reason in Connection with a Change in Control. If the Executive’s employment by the Company is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason within thirty (30) days immediately prior to a Change in Control (as defined in the Plan), or within twelve (12) months immediately following a Change in Control, then the Company shall pay or provide the Executive with the Accrued Amounts and all of the benefits described in Section 11(d) above, subject to compliance with Section 12. In addition, the Company shall provide that all outstanding unvested equity awards granted to the Executive shall become fully vested, subject to compliance with Section 12.
Termination without Cause or for Good Reason in Connection with a Change in Control. Notwithstanding any other provision of the Agreement to the contrary, if a Change in Control of the Company occurs, the provisions of Article 14 of the Plan shall govern.
Termination without Cause or for Good Reason in Connection with a Change in Control. If Executive’s employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, in either case on or within 12 months following the closing date of a Change in Control, then, in addition to the payments and benefits described in Section 4(b), and in lieu of the payments and benefits described in Section 4(c), and subject to Executive’s satisfaction of the Release Condition and Executive’s continuing compliance with the Confidential Information Agreement:
(i) The Company shall pay Executive a severance payment in the amount equal to the sum of (x) nine (9) months of Executive’s annual Base Salary, at the rate as in effect immediately prior to Executive’s termination of employment hereunder, plus (y) Executive’s annual target bonus as set forth in Section 3(b) for the year in which the termination of employment occurs, such severance payment to be payable in a lump sum within 60 days following the separation date, less applicable withholdings and deductions;
(ii) All equity awards, to the extent outstanding as of immediately prior to such termination, will be (or will be deemed to have been) fully vested and exercisable as of the date of termination (with any performance conditions for open performance periods deemed satisfied at target);
(iii) The Company shall pay a lump sum amount to assist Executive with the cost of monthly COBRA premiums or to otherwise contribute to the cost of post-employment health insurance coverage. This amount shall be equivalent to nine (9) months of the Company’s contribution to health insurance, as per the plan (and rates) that Executive participated in immediately prior to termination and is payable within 60 days following the separation date, less applicable withholdings and deductions.
Termination without Cause or for Good Reason in Connection with a Change in Control. Upon the Executive’s cessation of employment with the Company or any Affiliate of the Parent due to a termination without Cause or for Good Reason, in each case, provided that such termination occurs on or after, or in anticipation of, a Change in Control, including an “EMI Change in Control” (as defined below), the Option shall become fully vested and exercisable.
Termination without Cause or for Good Reason in Connection with a Change in Control. In addition to the benefits set forth under Section 5(c), (1) in the event that the termination without Cause or for Good Reason occurs within two years following a Change in Control (as defined herein) or (2) in the event that a Change in Control occurs within six months following (A) a termination by the Company without Cause, or (B) a termination by the Executive for Good Reason, the following will apply:
(i) The payment provided for under Section 5(c)(v) will be equal to two times the amount calculated in accordance with (A) in the first sentence in Section 5(c)(v), and such payment shall be paid in a lump sum within five days after the later of the Date of Termination or the Change in Control; provided, however, that if the Company, in its sole discretion, determines that the Change in Control does not constitute a “change in control event” as defined in Code Section 409A, then all such payments that (A) the Company determines are not “Section 409A Payments” (as defined in Section 5(e)) or (B) exceed the amount that would have been paid had the termination not occurred in connection with a Change in Control, shall be paid in a lump sum and the remaining installments shall be paid at the time they would have been paid had the termination not occurred in connection with a Change in Control (or, if earlier, not more than five days after a change in control event, as defined in Section 409A, occurs).
(ii) In lieu of the vesting provided for under Section 5(c)(iv), in the event of a termination by the Company without Cause, termination by the Executive for Good Reason, or the Company's election not to renew the term of the Agreement following a Change in Control, any equity compensation awards that are subject to time vesting requirements and remain unvested at the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control will become fully vested as of the Date of Termination or the date of the Company's election not to renew the term of the Agreement following a Change in Control, respectively. If a Change in Control occurs within six months following (A) a termination by the Company without Cause or termination by the Executive for Good Reason, or (B) the date on which the Agreement expires by reason of the Company's election not to renew the term of the Agreement pursuant to Section 1, then any equity compensation awards that (x) were subject to time vesting requirements (y) remained u...
Termination without Cause or for Good Reason in Connection with a Change in Control. If Executive’s employment hereunder shall be terminated by the Company without Cause, or by Executive for Good Reason, in either case within 12 months following a Change in Control then, in addition to the payments and benefits described in Section 4(c) of this Agreement, the Company shall pay Executive Executive’s full target bonus under the Annual Incentive Program for the year in which the termination of employment occurs.
Termination without Cause or for Good Reason in Connection with a Change in Control. If the Executive’s employment is terminated by the Company without Cause (and not due to Disability or death) or by the Executive for Good Reason within thirty (30) days immediately prior to a Change in Control (as defined below), or within twelve (12) months immediately following a Change in Control, then the Company shall pay or provide the Executive with the Accrued Amounts and subject to compliance with Section 13, plus an amount equal to (i) twenty four (24) months of the Executive’s Base Salary as in effect immediately preceding the last day of the Employment Term, plus (ii) the amount of the Executive’s Annual Bonus for the prior calendar year, and such amounts will be payable immediately upon the completion of the Change in Control, subject to compliance with Section 13. In addition, the Executive and the Executive’s qualified beneficiaries, if participating in the Company’s health insurance and dental insurance plans immediately prior to termination, shall be entitled to elect continuation coverage at the Company’s expense, and the Company shall continue to pay the Executive’s life and disability insurance premiums, for a period of two years from the date of termination, in accordance with and subject to the terms, conditions and requirements of applicable laws. In addition, the Company shall provide that all outstanding unvested equity awards granted to the Executive shall become fully vested. For purposes of this Agreement, “Change of Control” shall mean (i) a merger, consolidation or reorganization approved by the Company’s stockholders, unless securities representing more than forty percent (40%) of the total combined voting power of the voting securities of the successor Company are immediately thereafter beneficially owned, directly or indirectly and in substantially the same proportion, by the persons who beneficially owned the Company’s outstanding voting securities immediately prior to such transaction, (ii) any stockholder-approved transfer or other disposition of all or substantially all of the Company’s assets, (iii) the acquisition, directly or indirectly, by any person or related group of persons (other than the Company or a person that directly or indirectly controls, is controlled by, or is under common control with, the Company), of beneficial ownership (within the meaning of Rule I3d-3 of the Securities Exchange Act of 1934) of securities possessing more than forty percent (40%) of the total combined voting power of the Company’s...
