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Termination without Cause or for Good Reason in Connection with a Change in Control Sample Clauses

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, subject to Executive’s execution and non-revocation of the release contemplated in Section 4(f) of this Agreement and Executive’s continuing compliance with the Confidentiality and Work Product Assignment Agreement (as defined below), in lieu of the payments and benefits described in Section 4(c) of this Agreement: (i) The Company shall pay Executive continuation of eighteen (18) months of Executive’s annual Base Salary, as in effect immediately prior to Executive’s termination of employment hereunder, payable during the 6-month period following Executive’s termination of 262941651 v4 employment in the form of salary continuation in accordance with the Company’s normal payroll practices; (ii) The Company shall pay Executive an annual cash bonus equal to Executive’s annual target bonus as set forth in Section 3(b) for the year in which the termination of employment occurs, payable at the same time as annual cash bonuses are paid to senior management; (iii) 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 immediately prior to the latter of: (1) the date of termination and (2) the date of the Change in Control; (iv) If the Executive timely elects to receive continued coverage under the Company’s group health care plan pursuant to the COBRA, the Company shall pay the COBRA Subsidy until the earlier of: (1) eighteen (18) months following the Executive’s termination of employment, or (2) the date upon which the Executive obtains or becomes eligible for other health care coverage from a new employer or otherwise (such period referred to as the “COBRA Subsidy Period”). The Executive shall promptly inform the Company in writing when Executive obtains or becomes eligible for any such other health care coverage. The Executive shall be responsible for paying a share of such COBRA premiums during the COBRA Subsidy Period at active employee rates as in effect from time to time, and shall be responsible for the full unsubsidized costs of such COBRA coverage thereafter.
Termination without Cause or for Good Reason in Connection with a Change in ControlIn the event the Company terminates Executive's employment as the Company's President and Chief Executive Officer without Cause pursuant to Section 9(a)(iv) hereof or Executive terminates such employment for Good Reason pursuant to Section 9(c) hereof within the period which commences ninety (90) days before and ends two (2) years following a Change in Control, in lieu of the provisions of Section 10(a) hereof, (i) Executive shall receive a lump sum cash payment equal to the sum of (1) any Base Salary payable through the date of termination and any Earned Bonus which remains unpaid as of the date of termination, (2) the pro rated portion of the Target Bonus (based on the Base Salary at the time of such termination or, if higher, at the time during the 12 months preceding the Change in Control) for the period worked during the fiscal year in which such termination occurs, and (3) the product of 6 and Executive's annual rate of Base Salary at the time of such termination (or, if higher, at any time during the 12 months preceding the Change in Control); (ii) if Executive and his Family Members have medical and dental coverage on the date of such termination under a group health plan sponsored by the Company, then, for the first 18 months following the date of such termination, the Company will pay the full cost of continuing medical and dental coverage for the Executive and his covered family members under COBRA; provided, that the Company shall have no obligation to pay for COBRA coverage if and to the extent the Executive and his Family Members become entitled to receive comparable benefits from and at the expense of a subsequent employer; and (iii) Executive shall continue to be entitled to any deferred compensation and other unpaid amounts and benefits earned and vested prior to Executive's termination. In the event the Executive becomes entitled to payments and/or the accelerated vesting of the Option and/or restricted stock under this Section 10(f) or Section 10(h) or any other payments or benefits which are deemed to contingent upon a change in ownership or control pursuant to Section 280G of the Internal Revenue Code ("Code"), the Company shall cause its independent auditors promptly to review, at the Company's expense, the applicability of Section 4999 of the Code to such payments and/or vesting. If such auditors shall determine that any payment or distribution of any type by the Company to Executive, whether paid or payable or distributed or distrib...
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.