Termination Without Cause or Resignation for Good Reason During Change in Control Period. If at any time during a Change in Control Period, the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, provided such termination or resignation constitutes a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Executive’s compliance with the terms of this Agreement and subject to the preconditions set forth in Section 6.5, the Company will provide Executive with the following severance benefits:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 9.2, and provided that Executive satisfies the Release Requirement in Section 10 below and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to severance benefits under Section 9.2 and this Section 9.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 9.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 9.3, the Severance Benefits previously provided to Executive under Section 9.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 9.3:
(i) CIC Severance Payment. Severance pay in the form of a lump sum payment equal to 24 months of Executive’s final Base Salary for the year in which the termination date occurs, payable within sixty (60) days following the termination date and subject to required payroll deductions and tax withholdings (the “CIC Severance Payment”); provided, however that, if the period for satisfaction of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Employee’s employment with the Company is terminated by the Company without Cause (and other than as a result of Employee’s death or Disability) at any time during the Change in Control Period, or Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.1, and provided that Employee satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAA, the Company shall instead provide Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee be entitled to severance benefits under both Section 8.1 and this Section 8.2, and (ii) if the Company has commenced providing Severance Benefits to Employee under Section 8.1 prior to the date that Employee becomes eligible to receive CIC Severance Benefits under this Section 8.2, the Severance Benefits previously provided to Employee under Section 8.1 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.2:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. If, during the Change in Control Period, (i) the Company (or any parent, subsidiary or successor of the Company) terminates Executive’s employment without Cause or (ii) Executive resigns Executive’s employment with the Company (or any parent, subsidiary or successor of the Company) for Good Reason, then, subject to Section 4 below, Executive will receive the following severance benefits from the Company:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event of an Involuntary Termination at any time during the time period commencing three (3) months immediately prior to the effective date of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan (the “Plan”)) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in addition to the payments and benefits described in Section 8.2, and subject in all events to Executive’s compliance with Section 8.4 below, the Executive shall also be entitled to the following severance benefits:
(i) Notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or any award agreement, the vesting of all of Executive’s then-outstanding stock awards, including any Prior Equity Awards, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Treatment of any performance-based vesting equity awards will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision.
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event your employment with the Company is terminated by the Company without Cause (and other than as a result of your death or Disability), or you resign for Good Reason, in either case, at any time during the Change in Control Period (as defined below), then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that you satisfy the Release Requirement in Section 9 below and remain in compliance with the terms of this Agreement and the CIIAA, the Company shall instead provide you with the following “CIC Severance Benefits”:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event of an Involuntary Termination at any time during the time period commencing three (3) months immediately prior to the effective date of a Change in Control (as defined in the Plan) and ending on the date that is twelve (12) months after the effective date of a Change in Control, in addition to the payments and benefits described in Section 8.2, and subject in all events to Executive’s compliance with Section 8.4 below, then notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or any award agreement, the vesting of all of Executive’s then-outstanding stock awards, including the Initial Option, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Treatment of any performance-based vesting equity awards, including the Performance Option prior to the Vesting Trigger, will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision.
Termination Without Cause or Resignation for Good Reason During Change in Control Period. If, at any time before the Separation Date, the Company terminates your employment without Cause (other than due to your death or disability), or you resign your employment for Good Reason, in either case, during the Change in Control Period, then you will be eligible for the Resignation Benefits pursuant to the terms and conditions of Section 4 of this Agreement and the CIC Severance Benefits pursuant to the terms and conditions of Section 8.3 of the Employment Agreement; provided however that you will not be eligible to receive the Severance Benefits pursuant to the terms and conditions of Section 8.2 of the Employment Agreement. For avoidance of doubt, if you receive CIC Severance Benefits under Section 8.3 of the Employment Agreement: (i) if the Company has commenced providing the Resignation Benefits to you prior to the date that you become eligible to receive CIC Severance Benefits under Section 8.3 of the Employment Agreement, the Resignation Benefits previously provided to you shall reduce the CIC Severance Benefits (on a same item for same item basis and by a dollar for dollar basis) provided under Section 8.3 of the Employment Agreement, or (ii) if the Company has not commenced providing the Resignation Benefits to you prior to the date that you become eligible to receive CIC Severance Benefits under Section 8.3 of the Employment Agreement then you will not be eligible to receive the Resignation Benefits.
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.2, and provided that Executive satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt: (A) in no event will Executive be entitled to severance benefits under Section 8.2 and this Section 8.3, and (B) if the Company has commenced providing Severance Benefits to Executive under Section 8.2 prior to the date that Executive becomes eligible to receive CIC Severance Benefits under this Section 8.3, the Severance Benefits previously provided to Executive under Section 8.2 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.3:
8.3.1 CIC Severance Payment. Severance pay in the form of a lump sum payment of [##], payable within sixty (60) days following the termination date and subject to required payroll deductions and tax withholdings (the “CIC Severance Payment”); provided, however that, if the period for satisfaction of the Release Requirement (as defined below) begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. For such purposes, Executive’s final Base Salary will be calculated prior to giving effect to any reduction in Base Salary that would give rise to Executive’s right to resign for Good Reason.
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event that, during the Change in Control Period (as defined below), your employment is terminated by the Company without Cause, or you resign for Good Reason, then provided such termination constitutes a Separation from Service, and provided that you remain in compliance with the terms of this Agreement (including the conditions described in Section 8.6 below), the Company shall provide you with the following benefits (the “CIC Severance Benefits”):
