Termination Without Cause Prior to a Change in Control. Subject to other provisions in this Article 7 to the contrary, upon the occurrence of a termination of Employee's employment with Employer without Cause or by Constructive Termination Without Cause (as defined below) at any time prior to a Change in Control: a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for his early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing on the Date of Termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes. b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above. c) All Option Shares and other Stock Rights (as defined in the Plan), if any, granted pursuant to the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares (as defined in the Option Agreement) at the time of such termination shall become Eligible Shares for an additional number of shares of Common Stock equal to fifty percent (50%) of the aggregate of number of shares of Common Stock which are not Eligible Shares at the time of such termination. To the extent not already exercised, such Options as may be required to fulfill the number of shares as determined in the previous sentence shall remain exercisable until the expiration of the original term of such option. In addition, any warrants (referred to as "Purchases" in the Plan) granted to Employee under the Plan which are held by the Employee at the time of such termination shall remain exercisable until the expiration of the original term of such warrant. Notwithstanding the foregoing, in the event of a Change in Control or public offering of the Employer's shares within one hundred twenty (120) days of such termination, then (i) the remaining fifty percent (50%) of the aggregate of number of shares of Common Stock which were not Eligible Shares at the time of such termination shall become Eligible Shares (and transferred by the Company back to the Employee for the repurchase price if already repurchased) and (ii) as necessary to fulfill the preceding, the Company shall extend the term of those Options which were not exercised at the time of termination. Nothing contained herein shall be deemed to modify or limit any options or warrants held by Employee that were not granted pursuant to the Plan.
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Termination Without Cause Prior to a Change in Control. Subject to other provisions in this Article 7 to the contrary, upon the occurrence of a termination of Employee's employment with Employer without Cause or by Constructive Termination Without Cause (as defined below) at any time prior to a Change in Control:
a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for his early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing in full in one lump sum immediately on the Date date of Termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time termination and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above.
c) All Option Shares and other Stock Rights (as defined in the Plan), if any, granted pursuant to the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares (as defined in the Option Agreement) at the time of such termination shall become Eligible Shares for an additional number of shares of Common Stock equal to fifty percent (50%) of the aggregate of number of shares of Common Stock which are not Eligible Shares at the time of such termination. To the extent not already exercised, such Options as may be required to fulfill the number of shares as determined in the previous sentence shall remain exercisable until the expiration of the original term of such option. In addition, any warrants (referred to as "Purchases" in the Plan) granted to Employee under the Plan which are held by the Employee at the time of such termination shall remain exercisable until the expiration of the original term of such warrant. Notwithstanding the foregoing, in the event of a Change in Control or public offering of the Employer's shares within one hundred twenty (120) days of such termination, then (i) the remaining fifty percent (50%) of the aggregate of number of shares of Common Stock which were not Eligible Shares at the time of such termination shall become Eligible Shares (and transferred by the Company back to the Employee for the repurchase price if already repurchased) and (ii) as necessary to fulfill the preceding, the Company shall extend the term of those Options which were not exercised at the time of termination. Nothing contained herein shall be deemed to modify or limit any options or warrants held by Employee that were not granted pursuant to the Plan.original
Appears in 1 contract
Termination Without Cause Prior to a Change in Control. Subject to other provisions in this Article 7 to the contrary, upon the occurrence of a termination of Employee's employment with Employer without Cause or by Constructive Termination Without Cause (as defined below) at any time prior to a Change in Control:
a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for his her early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing on the Date of Termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above.
c) All Option Shares and other Stock Rights (as defined in the Plan), if any, granted pursuant to the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares (as defined in the Option Agreement) at the time of such termination shall become Eligible Shares for an additional number of shares of Common Stock equal to fifty percent (50%) of the aggregate of number of shares of Common Stock which are not Eligible Shares at the time of such termination. To the extent not already exercised, such Options as may be required to fulfill the number of shares as determined in the previous sentence shall remain exercisable until the expiration of the original term of such option. In addition, any warrants (referred to as "Purchases" in the Plan) granted to Employee under the Plan which are held by the Employee at the time of such termination shall remain exercisable until the expiration of the original term of such warrant. Notwithstanding the foregoing, in the event of a Change in Control or public offering of the Employer's shares within one hundred twenty (120) days of such termination, then (i) the remaining fifty percent (50%) of the aggregate of number of shares of Common Stock which were not Eligible Shares at the time of such termination shall become Eligible Shares (and transferred by the Company back to the Employee for the repurchase price if already repurchased) and (ii) as necessary to fulfill the preceding, the Company shall extend the term of those Options which were not exercised at the time of termination. Nothing contained herein shall be deemed to modify or limit any options or warrants held by Employee that were not granted pursuant to the Plan.warrants
Appears in 1 contract
Termination Without Cause Prior to a Change in Control. Subject to other provisions in this Article 7 to the contrary, upon the occurrence of a termination of Employee's employment with Employer without Cause or by Constructive Termination Without Cause (as defined below) at any time prior to a Change in Control:
a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for his early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing on the Date of Termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above.
c) All Option Shares and other Stock Rights (as defined in the Plan), if any, granted pursuant to the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares (as defined in the Option Agreement) at the time of such termination shall become Eligible Shares for an additional number of shares of Common Stock equal to fifty percent (50%) of the aggregate of number of shares of Common Stock which are not Eligible Shares at the time of such termination. To the extent not already exercised, such Options as may be required to fulfill the number of shares as determined in the previous sentence shall remain exercisable until the expiration of the original term of such option. In addition, any warrants (referred to as "Purchases" in the Plan) granted to Employee under the Plan which are held by the Employee at the time of such termination shall remain exercisable until the expiration of the original term of such warrant. Notwithstanding the foregoing, in the event of a Change in Control or public offering of the Employer's shares within one hundred twenty (120) days of such termination, then (i) the remaining fifty percent (50%) of the aggregate of number of shares of Common Stock which were not Eligible Shares at the time of such termination shall become Eligible Shares (and transferred by the Company back to the Employee for the repurchase price if already repurchased) and (ii) as necessary to fulfill the preceding, the Company shall extend the term of those Options which were not exercised at the time of termination. Nothing contained herein shall be deemed to modify or limit any options or warrants held by Employee that were not granted pursuant to the Plan.warrants
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