Termination Without Cause or Resignation. In the event Manager is terminated without Cause or resigns his position with the Company, his Unvested Shares shall be repurchased by the Company for the lesser of fair market value or their original purchase price and the Manager shall retain ownership of his Vested Shares.
Termination Without Cause or Resignation. The Company may terminate your employment without Cause at any time and for any reason upon written notice. Similarly, you may resign your employment at any time and for any reason upon at least twenty (20) business days advance written notice. In the event of a termination under this Section 4(c), except as provided under Section 4(e), you will be eligible to receive only your Accrued Benefits.
Termination Without Cause or Resignation. If the Company or its Affiliates terminate Executive's employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:
Termination Without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control. In the event the Company terminates the Employee’s employment without Cause or the Employee resigns from employment with the Company for Good Reason, in each case within two (2) months prior to or twelve (12) months following a Change of Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to the Severance and the COBRA Payments referenced in Section 5.4, and 100% of the then unvested portion of the Equity Awards will be accelerated and become vested.
Termination Without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change of Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to the payments and benefits referenced in Section 5.4, and each of the Employee’s then-outstanding unvested options to purchase shares of the Company common stock as well as any and all other stock-based awards granted to the Employee, including but not limited to stock bonus awards, restricted stock, restricted stock units or stock appreciation rights (“Awards”) shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective as of the date of such termination of service; provided, however, that the grant agreement for the purpose of any Award that would otherwise vest upon satisfaction of performance metrics or factors other than the continuation of the Employee’s employment with the Company (the “Performance-Based Awards”) may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. Notwithstanding anything to the contrary herein or in any equity plan or any applicable award agreement pursuant to Awards granted thereunder, if the successor or acquiring corporation (if any) of the Company refuses to assume, convert, replace or substitute the Employee’s unvested Awards in connection with a Change of Control, each of the Employee’s unvested Awards that are not assumed, converted, replaced or substituted, shall accelerate and become fully vested and if applicable, exercisable, effective immediately prior to the Change of Control. With respect to Performance-Based Awards, the grant agreement may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be...
Termination Without Cause or Resignation for Good Reason apart from a Change of Control If prior to or absent a Change of Control:
Termination Without Cause or Resignation for Good Reason within six (6) months after a Change of Control If within six (6) months after a Change of Control:
Termination Without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change of Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to:
Termination Without Cause or Resignation. For Good Reason in Absence of Change in Control. Company may terminate Executive’s employment at any time without Cause upon 30 days prior written notice to Executive. Upon Executive’s involuntary termination of employment by the Company without Cause outside of a Change in Control Period (as defined in subsection (c) below), or Executive’s resignation for Good Reason outside of a Change in Control Period, the Term shall end and, in addition to the Accrued Obligations, Executive shall be entitled to receive a lump sum severance payment in an amount equal to (x) two (2) times (y) the sum of (i) Executive’s then in effect Base Salary, plus (ii) Executive’s Bonus Amount (defined below). In addition, the Initial Equity Grant shall fully and immediately vest. Except for the Initial Equity Grant, any unvested equity grants shall be forfeited as of the date of termination (unless otherwise provided in the RSU Agreement or in any applicable equity plan or other award agreement), and any vested equity awards shall be treated as specified in the applicable equity plan and award agreement. For the avoidance of doubt, the nonextension of the Term by the Company pursuant to Section 1 shall not be treated as a termination without Cause hereunder.
Termination Without Cause or Resignation. For Good Reason Prior to, Upon or Following a Change in Control. Upon Executive’s termination of employment by the Company without Cause within six months prior to, upon, or within 24 months following a Change in Control (“Change in Control Period”) or Executive’s Resignation for Good Reason during a Change in Control Period, the Term shall end and, in addition to the Accrued Obligations, Executive shall be entitled to receive a lump sum severance payment in an amount equal to (x) two (2) times (y) the sum of (i) Executive’s then in effect Base Salary, plus (ii) Executive’s Bonus Amount (defined below). In addition, any unvested equity awards that were granted prior to the Change in Control Period, including the Initial Equity Grant or any other equity awards made during the Term, shall, unless otherwise provided in the RSU Agreement, fully and immediately vest (and in the case of options become exercisable), and otherwise shall be treated as specified in the RSU Agreement or in any applicable equity plan or other award agreement. For the avoidance of doubt, the nonextension of the Term by the Company during a Change in Control Period shall be treated as a termination without Cause under this Section 11(c). If Executive’s employment is terminated during the portion of the Change in Control Period that is six months prior to an anticipated Change in Control, Executive will become entitled to all payments and accelerated vesting benefits pursuant to this Section 11(c) upon the occurrence of the Change in Control.
