Termination Without Cause, Resignation for Good Reason, Expiration or Death. If (a) Employee is terminated without Cause (as defined below) or Employee resigns for Good Reason (as defined below) or an Expiration Event occurs or Employee dies (each, a “Qualifying Termination Event”), (b) there exists a “separation from service” as defined under the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (c) Employee executes the Company’s standard form of release and waiver (the “Release”) and the Release becomes irrevocable and effective in accordance with its terms within thirty (30) days after Employee’s separation from service, and (d) Employee is not in material breach of any of the terms and conditions of this Agreement, then Employee shall be entitled to the following benefits, payable commencing with the payroll period immediately following the effective date of the Release: (a) Cash severance payments equal to six (6) months of his current Base Salary, which severance shall be paid as salary continuation in accordance with the Company’s regular payroll practices, plus a lump-sum payment in an amount equal to the prorated portion of the annual bonus for the current fiscal year, as determined at the established target performance levels for Employee and accrued by the Company (collectively, the “Severance Payments”); provided, that notwithstanding the foregoing, in the event that a Change of Control or Corporate Transaction (as each is defined in the 2007 Plan) shall occur, (i) the Base Salary portion of the Severance Payments shall be increased from six (6) months to twelve (12) months and (ii) if such Change of Control or Corporate Transaction constitutes a "change in the ownership", a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the Code, the payment of all unpaid Severance Payments will be accelerated and become immediately due and payable (A) upon the consummation of such Change of Control or Corporate Transaction if a Qualifying Termination Event has already occurred or (B) as of the effective date of such Qualifying Termination Event, if the separation from service occurs within the two-year period immediately following the Change of Control or Corporate Transaction; (b) If Employee timely elects COBRA coverage, the Company will pay for COBRA coverage on Employee’s behalf (less the employee contribution portion, if any, immediately prior to such separation from service) until the earlier to occur of (i) the date Employee is entitled to receive substantially similar health insurance coverage from another source and (ii) the date that is six (6) months after such separation from service; provided, that notwithstanding the foregoing, in the event that a Change of Control or Corporate Transaction shall occur, the duration of COBRA coverage shall be extended from six (6) months to twelve (12) months; and
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Samples: Employment Agreement (Glowpoint, Inc.), Employment Agreement (Glowpoint, Inc.)
Termination Without Cause, Resignation for Good Reason, Expiration or Death. If (a) Employee is terminated without Cause (as defined below) or Employee resigns for Good Reason (as defined below) or an Expiration Event occurs or Employee dies (each, a “Qualifying Termination Event”), (b) there exists a “separation from service” as defined under the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (c) Employee executes the Company’s standard form of release and waiver (the “Release”) and the Release becomes irrevocable and effective in accordance with its terms within thirty (30) days after Employee’s separation from service, and (d) Employee is not in material breach of any of the terms and conditions of this Agreement, then Employee shall be entitled to the following benefits, payable commencing with the payroll period immediately following the effective date of the Release:
(a) Cash severance payments equal to six twelve (612) months of his current Base Salary, which severance shall be paid as salary continuation in accordance with the Company’s regular payroll practices, plus a lump-sum payment in an amount equal to practices commencing with the prorated portion of the annual bonus for the current fiscal year, as determined at the established target performance levels for Employee and accrued by the Company payroll period immediately following such separation from service (collectively, the “Severance Payments”); provided, that notwithstanding the foregoing, in the event that of a Change of Control or Corporate Transaction (as each is defined in the 2007 Plan) shall occur, (i) the Base Salary portion of the Severance Payments shall be increased from six (6) months to twelve (12) months and (ii) if such Change of Control or Corporate Transaction constitutes a "change in the ownership", a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the CodeRestricted Stock Award Agreement), the payment of all unpaid Severance Payments will be accelerated and become immediately due and payable (Ai) upon the consummation of such Change of Control or Corporate Transaction if a Qualifying Termination Event has already occurred or (Bii) as of the effective date of such Qualifying Termination Event, Event if the separation from service occurs within the two-year period immediately following the a Change of Control or Corporate TransactionTransaction has already occurred;;
(b) If Employee timely elects COBRA coverage, the Company will pay for COBRA coverage on Employee’s behalf (less the employee contribution portion, if any, immediately prior to such separation from service) until the earlier to occur of (i) the date Employee is entitled to receive substantially similar health insurance coverage from another source and (ii) the date that is six (6) months after first anniversary of such separation from service; and
(c) Notwithstanding the vesting provisions of any applicable equity grant agreement to the contrary, with respect to the issued and outstanding shares of Restricted Stock and the options to purchase shares of Company common stock (“Options”) then held by Employee, a certain percentage of such equity shall immediately become unrestricted and vested as follows:
(i) If the Qualifying Termination Event occurs before the first anniversary of the Effective Date, then 15% of the Restricted Stock and Options;
(ii) If the Qualifying Termination Event occurs between the first anniversary and second anniversary of the Effective Date, then 40% of the Restricted Stock and Options;
(iii) If the Qualifying Termination Event occurs between the second anniversary and third anniversary of the Effective Date, then 75% of the Restricted Stock and Options; and
(iv) If the Qualifying Termination Event occurs after the third anniversary of the Effective Date, then 100% of the Restricted Stock and Options; provided, that notwithstanding for purposes of determining the foregoingapplicable percentage for Options held by Employee, in the event that a Change of Control or Corporate Transaction shall occurif any, the duration of COBRA coverage parties expressly agree that the Options with the lowest exercise price shall be extended from six (6) months to twelve (12) months; andvest first.
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Samples: Employment Agreement (Glowpoint Inc)
Termination Without Cause, Resignation for Good Reason, Expiration or Death. If (a) Employee is terminated without Cause (as defined below) or Employee resigns for Good Reason (as defined below) or an Expiration Event occurs or Employee dies (each, a “Qualifying Termination Event”), (b) there exists a “separation from service” as defined under the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (c) Employee executes the Company’s standard form of release and waiver (the “Release”) and the Release becomes irrevocable and effective in accordance with its terms within thirty (30) days after Employee’s separation from service, and (d) Employee is not in material breach of any of the terms and conditions of this Agreement, then Employee shall be entitled to the following benefits, payable commencing with the payroll period immediately following the effective date of the Release:
(a) Cash severance payments equal to six (6) months of his current Base Salary, which severance shall be paid as salary continuation in accordance with the Company’s regular payroll practices, plus a lump-sum payment in an amount equal to the prorated portion of the annual bonus for the current fiscal year, as determined at the established target performance levels for Employee and accrued by the Company (collectively, the “Severance Payments”); provided, that notwithstanding the foregoing, in the event that a Change of Control or Corporate Transaction (as each is defined in the 2007 Plan) shall occur, (i) the Base Salary portion of the Severance Payments shall be increased from six (6) months to twelve (12) months and (ii) if such Change of Control or Corporate Transaction constitutes a "change in the ownership", a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the Code, the payment of all unpaid Severance Payments will be accelerated and become immediately due and payable (A) upon the consummation of such Change of Control or Corporate Transaction if a Qualifying Termination Event has already occurred or (B) as of the effective date of such Qualifying Termination Event, if the separation from service occurs within the two-year period immediately following the Change of Control or Corporate Transaction;
(b) If Employee timely elects COBRA coverage, the Company will pay for COBRA coverage on Employee’s behalf (less the employee contribution portion, if any, immediately prior to such separation from service) until the earlier to occur of (i) the date Employee is entitled to receive substantially similar health insurance coverage from another source and (ii) the date that is six (6) months after such separation from service; provided, that notwithstanding the foregoing, in the event that a Change of Control or Corporate Transaction shall occur, the duration of COBRA coverage shall be extended from six (6) months to twelve (12) months; and
(c) Notwithstanding the vesting provisions of any applicable equity grant agreement to the contrary, with respect to the issued and outstanding shares of Restricted Stock and unvested Options then held by Employee other than the 50,000 shares of Restricted Stock and 150,000 Options granted to Employee on or about March 12, 2012 (collectively, the “Eligible Equity”), a certain percentage of such Eligible Equity shall immediately become unrestricted and vested as follows:
(i) If the Qualifying Termination Event occurs before the first anniversary of the Original Effective Date, then 15% of the Eligible Equity;
(ii) If the Qualifying Termination Event occurs between the first anniversary and second anniversary of the Original Effective Date, then 40% of the Eligible Equity;
(iii) If the Qualifying Termination Event occurs between the second anniversary and third anniversary of the Original Effective Date, then 75% of the Eligible Equity; and
(iv) If the Qualifying Termination Event occurs after the third anniversary of the Original Effective Date, then 100% of the Eligible Equity; provided, that for purposes of this Section 3(c), the parties expressly agree that the Options, if any, with the lowest exercise price shall vest first.
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Termination Without Cause, Resignation for Good Reason, Expiration or Death. If (a) Employee is terminated without Cause (as defined below) or Employee resigns for Good Reason (as defined below) or an Expiration Event occurs or Employee dies (each, a “Qualifying Termination Event”), (b) there exists a “separation from service” as defined under the Section 409A of the Internal Revenue Code of 1986, as amended (the "Code"), (c) Employee executes the Company’s standard form of release and waiver (the “Release”) and the Release becomes irrevocable and effective in accordance with its terms within thirty (30) days after Employee’s separation from service, and (d) Employee is not in material breach of any of the terms and conditions of this Agreement, then Employee shall be entitled to the following benefits, payable commencing with the payroll period immediately following the effective date of the Release:
(a) Cash severance payments equal to six (6) months of his current Base Salary, which severance shall be paid as salary continuation in accordance with the Company’s regular payroll practices, plus a lump-sum payment in an amount equal to the prorated portion of the annual bonus for the current fiscal year, as determined at the established target performance levels for Employee and accrued by the Company (collectively, the “Severance Payments”); provided, that notwithstanding the foregoing, in the event that a Change of Control or Corporate Transaction (as each is defined in the 2007 Plan) shall occur, (i) the Base Salary portion of the Severance Payments shall be increased from six (6) months to twelve (12) months and (ii) if such Change of Control or Corporate Transaction constitutes a "change in the ownership", a "change in the effective control" or a "change in the ownership of a substantial portion of the assets" of the Company within the meaning of Section 409A of the Code, the payment of all unpaid Severance Payments will be accelerated and become immediately due and payable (A) upon the consummation of such Change of Control or Corporate Transaction if a Qualifying Termination Event has already occurred or (B) as of the effective date of such Qualifying Termination Event, if the separation from service occurs within the two-year period immediately following the Change of Control or Corporate Transaction;
(b) If Employee timely elects COBRA coverage, the Company will pay for COBRA coverage on Employee’s behalf (less the employee contribution portion, if any, immediately prior to such separation from service) until the earlier to occur of (i) the date Employee is entitled to receive substantially similar health insurance coverage from another source and (ii) the date that is six (6) months after such separation from service; provided, that notwithstanding the foregoing, in the event that a Change of Control or Corporate Transaction shall occur, the duration of COBRA coverage shall be extended from six (6) months to twelve (12) months; and
(c) Notwithstanding the vesting provisions of any applicable equity grant agreement to the contrary, with respect to the issued and outstanding shares of Restricted Stock and unvested Options then held by Employee other than the 250,000 shares of Restricted Stock and 500,000 Options granted to Employee on or about March 12, 2012 (collectively, the “Eligible Equity”), a certain percentage of such Eligible Equity shall immediately become unrestricted and vested as follows:
(i) If the Qualifying Termination Event occurs before the first anniversary of the Prior Effective Date, then 15% of the Eligible Equity;
(ii) If the Qualifying Termination Event occurs between the first anniversary and second anniversary of the Prior Effective Date, then 40% of the Eligible Equity;
(iii) If the Qualifying Termination Event occurs between the second anniversary and third anniversary of the Prior Effective Date, then 75% of the Eligible Equity; and
(iv) If the Qualifying Termination Event occurs after the third anniversary of the Prior Effective Date, then 100% of the Eligible Equity; provided, that for purposes of this Section 3(c), the parties expressly agree that the Options, if any, with the lowest exercise price shall vest first.
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