Termination Without Cause or Resignation for Good Reason Following a Change in Control. If Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, and such termination is on the date of, or during the twenty-four- (24-) month period following, a Change in Control (a “CIC Termination”), then, subject to Section 6 and Section 9, Executive will receive a lump sum payment equal to three times the sum of (i) Executive’s Base Salary and (ii) Executive’s Prior Year Bonus. Such lump sum amount will be payable within 60 calendar days following Executive’s separation from service. In the event that Executive’s employment with the Company is terminated (other than by the Company for Cause, by the Executive’s voluntary resignation other than for Good Reason or due to the Executive’s death or Executive becoming Disabled) in connection with or by reason of a liquidation of the Company or a sale, liquidation or other disposition or exit (including any trustee sale, foreclosure, default, or placement into receivership) of all or substantially all of the Company’s assets (in each case, in a single transaction or series of transactions) (a “Disposition of Assets”), such termination shall constitute a CIC Termination for purposes of this Agreement, any other agreement between the Executive and the Company, and any plan maintained by the Company.
Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns for Good Reason, Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: continuation of his base salary for a period of six (6) months from the date of termination or resignation, payable in accordance with Northstar’s regular payroll cycle; full acceleration of all of the then-unvested shares subject to stock options held by the Employee; and should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Northstar for his insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (a) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (b) executing a full general release in a form acceptable to Northstar, releasing all claims, known or unknown, that Employee may have against Northstar or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Northstar.
Termination Without Cause or Resignation for Good Reason Following a Change in Control. In the event that, in connection with or within twelve (12) months following a Change in Control, Employee is terminated other than for Cause or Employee resigns as a result of any of the following, without Employee’s written consent: (i) a material adverse change both in Employee’s duties and title, as measured against Employee’s title and duties immediately prior to such change; (ii) any reduction by Company in amount greater than 10% in Employee’s base salary as in effect immediately prior to such reduction, other than a reduction applied generally to executive officers of Company; or (iii) the office at which Employee is required to report is relocated by more than fifty (50) miles from Company’s present location, without Employee’s consent (each, a “Good Reason”), Employee will receive Employee’s base salary then in effect, any bonus then earned and payable, if applicable, and accrued and unused paid time off, each prorated to the date of termination or resignation, and, subject to the last sentence of this Section 7.4: (a) the aggregate amount of Employee’s base salary and annual corporate performance bonus during the previous twelve (12) months, payable on a pro rated basis in accordance with Company’s regular payroll cycle for a period of twelve (12) months; (b) full acceleration of all of the then-unvested shares subject to equity incentive awards held by Employee; and (c) should Employee timely elect COBRA insurance continuation coverage, reimbursement at a rate equal to the amount contributed by Company for Employee’s insurance coverage premium effective as of the date of termination or resignation for twelve (12) months following termination or resignation. Employee’s receipt of the severance, vesting and COBRA benefits set forth in this Section 7.4 are subject to employee: (X) complying with all surviving provisions of this Agreement as specified in Section 12.7 below; and (Y) executing at the time of Employee’s termination of employment and within the same taxable year or, if later, before the expiration of any applicable statutory revocation period, a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company or its officers, directors, employees or agents arising out of or any way related to Employee’s employment, termination or resignation of employment with Company. For avoidance of doubt, Employee’s voluntary termination of employment other than for Good Reason or ...
Termination Without Cause or Resignation for Good Reason Following a Change in Control. If, on or within eighteen (18) months after the effective date of a Change in Control (as defined herein), the Company terminates Executive’s employment without Cause (as defined herein) and other than as a result of his death or disability, or Executive resigns for Good Reason (as defined herein), and provided such termination or resignation constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-l(h)), and Executive signs the Company’s standard form of release within the time period specified by the Company and allows it to become effective in accordance with its terms but in no event later than 60 days following Executive’s termination, and provided Executive complies with Executive’s obligations under Executive’s Employee Proprietary Information and Inventions Agreement, then the Company shall provide Executive with the following severance benefits:
Termination Without Cause or Resignation for Good Reason Following a Change in Control. If Executive’s employment is terminated by the Company without Cause or Executive resigns for Good Reason (as both are defined below) within three (3) months prior to or twelve (12) months following a Change in Control (as defined above), then the Company shall pay Executive any Base Salary and accrued and unused vacation benefits earned through the date of termination, at the rates then in effect, less standard deductions and withholdings (the “Change in Control Termination Date”). If Executive furnishes to the Company an executed Release (as defined above) within the time period specified therein, but in no event later than forty-five (45) days following the Change in Control Termination Date and if Executive allows such Release to become effective in accordance with its terms, which must occur no later than sixty (60) days following Executive’s Change in Control Termination Date, then in lieu of the benefits provided to Executive in Section 5.2, Executive shall receive the following benefits:
Termination Without Cause or Resignation for Good Reason Following a Change in Control. If Executive’s employment is terminated by the Company without Cause, and such termination is on the date of, or during the twenty-four- (24-) month period following, a Change in Control or a Sale of the Retail Business, or if Executive resigns for Good Reason, and such termination is one the date of, or during the twenty-four- (24-) month period following, a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a lump sum payment equal to two and a half (2.5) times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such lump sum amounts will be payable within sixty (60) calendar days following Executive’s separation from service.
Termination Without Cause or Resignation for Good Reason Following a Change in Control. (Equity Acceleration). If ServiceSource or a successor should terminate Executive’s employment without Cause or Executive should resign from his employment for Good Reason, in either case within 18 months following a “Change in Control” (as defined below), then, in addition to the benefits set forth above in Section 9(a)(i) (Base Salary Severance), 9(a)(ii) (CIP Payment) and 9(a)(iv) (COBRA payments), all of Executive’s outstanding equity compensation awards (including, without limitation, all stock options, restricted stock, restricted stock units and any other equity compensation awards) shall immediately have their vesting accelerated 100%, so as to become fully vested.
Termination Without Cause or Resignation for Good Reason Following a Change in Control. If, during the Term: (x) the Company terminates Executive’s employment with the Company without Cause (and not as a result of Executive’s death or disability), or (y) Executive resigns from such employment for Good Reason, and such termination described in the foregoing clauses (x) or (y) occurs on or within twelve (12) months following a Change in Control (as defined in the New York Mortgage Trust, Inc. 2017 Equity Incentive Plan, as amended from time to time, or any successor plan thereto (the “2017 Plan”)), then subject to Section 3(e) below:
(i) The Company shall pay to Executive an amount equal to the product of (x) one (1) and (y) the sum of Executive’s base salary in effect at the date of termination and the average annual cash incentive bonus earned by Executive during the two most recently completed fiscal years prior to the year in which the termination occurs; such payment to be made in a lump sum within sixty (60) days following the date of termination; and
(ii) The Company shall provide the COBRA Subsidy (as defined below in Section 3(b)).
Termination Without Cause or Resignation for Good Reason Following a Change in Control. (a) In the event that EXECUTIVE's employment is terminated within the two-year period following a Change in Control (as defined below) (i) by EMPLOYER other than for Cause, including without limitation a termination of this Agreement pursuant to a notice by EMPLOYER that the then current Term will not be renewed, or (ii) by EXECUTIVE for Good Reason, EXECUTIVE shall receive the following amounts:
(i) the Compensation Payment;
(ii) the Termination Amount;
(iii) such payment, if any, under applicable plans or programs, including but not limited to those referred to in Section 4 hereof, to which he is entitled pursuant to the terms of such plans or programs;
(iv) the Bonus in respect of the fiscal year in which his termination of employment occurs, prorated by a fraction, the numerator of which is the number of days from the beginning of the current fiscal year through and including the date of his termination and the denominator of which is 365, less any amounts drawn in advance under Section 3 of this Agreement; and
(v) two years of health and welfare benefits from the date of termination. With regards to the DSUs granted to EXECUTIVE under Section 6 of this Agreement and the Stock Options granted to EXECUTIVE under Section 5 of this Agreement, any DSUs or Stock Options not assumed or substituted by the surviving corporation in a transaction resulting in a Change in Control shall become immediately vested and, in the case of DSUs, shall be paid out immediately in stock, and in the case of options, shall be immediately exercisable.
(b) For purposes of this Agreement, "Change in Control" shall mean the first to occur of the following events:
Termination Without Cause or Resignation for Good Reason Following a Change in Control. If Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason, and such termination is on the date of, or during the twenty-four (24) month period following, a Change in Control, then, subject to Section 5 and Section 8, Executive will receive a lump sum payment equal to 2.5 times the sum of (i) Executive’s Base Salary and (ii) Executive’s Target Bonus for the year in which termination occurs. Such lump sum amounts will be payable within seventy (70) days following Executive’s separation from service.
