Upon a Change of Control. In the event of the occurrence of a Change in Control while the Executive is employed by the Company:
Upon a Change of Control i. If a Change of Control (as defined below and including, without limitation, the Merger) occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for any reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then the Company: (A) shall pay Employee, within ten (10) business days after such termination, in cash and one lump sum, an amount (the "Change of Control Payment") equal to 1.5 times the greater of (1) the sum of the Base Salary and the amount of any Target Bonus paid or payable during the twelve (12) months following the date on which such termination occurs or (2) the sum of the Base Salary and the amount of any Target Bonus paid or payable to Employee during the twelve (12) months preceding the date on which such termination occurs, payable as provided below; and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms. Any decrease in Employee's Target Bonus that is approved by the Board or the Compensation Committee of the Board after the date a Change of Control occurs (the "Change of Control Date") and any decrease in Employee's Base Salary that occurs after the Change of Control Date shall be disregarded for purposes of the calculation set forth in the preceding clause (A). The Change of Control Payment shall be in lieu of any payments to or on behalf of Employee that may otherwise be required pursuant to Sections 5.d or 5.e.
Upon a Change of Control. (i) If a Change of Control (as defined in Section 6 hereof) occurs, twenty-five percent (25%) of the Executive’s stock options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall vest as of the date of such Change of Control, provided that no more than one hundred-percent (100%) of the total shares may vest at any time. If, within one year following such Change of Control or otherwise in connection with such Change of Control, the Company or any successor thereto terminates the Executive’s employment other than for Cause, or the Executive terminates his employment for Good Reason, then, in lieu of any payments to the Executive or on the Executive’s behalf under Section 5(a) hereof, (i) all of the Executive’s then remaining unvested options and restricted stock which, by their terms, vest only based on the passage of time (disregarding any acceleration of the vesting of such options based on individual or Company performance) shall automatically vest as of the date of termination (notwithstanding anything to the contrary in Section 2(c) of this Agreement) and (ii) the Company shall pay, within thirty (30) days of such termination, (x) a lump sum payment equal to the Executive’s then-current annual base salary for a period of twelve (12) months; and (y) pay a pro-rata portion (for the period from January 1 of the year of termination through the date of termination) of the target cash bonus for the year in which the Executive is terminated; and,
Upon a Change of Control i. If a Change of Control (as defined in subsection g.ii below) occurs and, within two (2) years following such Change of Control, the Company terminates the Employee's employment other than for Cause, or the Employee terminates his/her employment for Good Reason, and the Employee executes the Employee Release within twenty-one (21) days of the date of notice of termination of his/her employment and does not timely revoke it, then, in lieu of any payment and benefits to which the Employee would otherwise be entitled under Section 6.d or 6.e hereof, the Company
Upon a Change of Control. Notwithstanding any provision to the contrary in any applicable plan, program or agreement (including this Agreement), upon the occurrence of a Change of Control during the term of this Agreement, all outstanding equity rights held by Employee as of the date of the Change of Control will become fully vested and/or exercisable, as the case may be, on the date on which the Change of Control occurs.
Upon a Change of Control. In the event of and immediately upon a Change of Control (as defined in paragraph 13(c) below), the Company (or any successor to the interests of the Company by way of merger, sale of assets or otherwise) shall be obligated to continue, procure and/or otherwise maintain in effect for a period of six (6) years from the date on which such Change of Control is effective a policy or policies of insurance (the “Change of Control Coverage”) with an insurance company having a minimum rating by A.M. Best (or its successor) of “excellent” providing Indemnitee with coverage for losses from wrongful acts occurring on or before the effective date of the Change of Control, and to ensure the Company’s performance of its indemnification obligations under this Agreement. If such insurance is in place immediately prior to the Change of Control, then the Change of Control Coverage shall contain limits, deductibles and exclusions substantially identical to those in place immediately prior to the Change in Control. In the event that the Company does not maintain such insurance immediately prior to the Change of Control, the Change of Control Coverage shall contain such limits, deductibles and exclusions as are customary for companies of similar size as determined by an insurance brokerage company of national reputation, provided, however, that in no event shall the Change of Control Coverage contain limits, deductibles and exclusions that are less favorable to Indemnitee than those set forth in the policy or policies most recently maintained by the Company. Each policy evidencing the Change of Control Coverage shall contain an endorsement or other provision requiring that Indemnitee be provided with at least sixty (60) days written notice prior to the termination or non-renewal (as applicable) of such policy or policies.
Upon a Change of Control. Upon a Change of Control (as defined in Section 6 hereof) the following shall occur:
Upon a Change of Control i. If a Change of Control occurs and if on the date of, or within one year following, such Change of Control (a "Change of Control Period"), the Company terminates Employee's employment with the Company other than for Cause or Employee terminates his employment with the Company for Good Reason and, in either event, Employee executes the Employee Release and does not revoke the same within the period stated in the Employee Release, then, in lieu of any payments to or on behalf of Employee under Section 5.c or 5.e, the Company (A) shall pay Employee, within ten (10) business days after such termination, a lump sum payment equal to two times the greater of (i) the sum of the Base Salary and the amount of any Bonus paid or payable during the remainder of the Term or (ii) the sum of the Base Salary and the amount of any Bonus paid or payable to Employee during the twelve (12) months preceding the month during which such termination occurs and (B) shall pay the full cost of Employee's continued participation in the Company's group health and dental insurance plans for so long as Employee remains entitled to continue such participation under COBRA or any successor law and the applicable plan terms.
Upon a Change of Control. (i) If a Change of Control occurs hereafter and, within twelve months following such Change of Control, the Company terminates the Executive’s employment other than for Cause or the Executive terminates his employment for Good Reason, then, in lieu of any payments to or on behalf of the Executive under Section 5(d) or Section 5(e) hereof, and provided that the Executive signs a timely and effective Employee Release following termination of employment, within ten business days following the later of the effective date of the Employee Release or the date the Employee Release signed by the Executive is received by the Chair of the Board, the Company shall pay (A) all Final Compensation; (B) a lump sum payment to the Executive equal to one and one-half (1.5) times the current annual Base Salary; (C) the full cost of the Executive’s continued participation in the Company’s group health and dental insurance plans for so long as the Executive remains entitled to continue such participation under applicable law, to a maximum of eighteen (18) months; and (D) a lump sum amount to the Executive equal to the Termination Bonus. In addition, the Board shall cause the Accelerated Option to vest on the date the Executive’s employment terminates, and the Executive may exercise the Accelerated Option as of the date immediately following the later of (i) the effective date of the Employee Release or (ii) the date that the Chair of the Board receives the Employee Release, signed by the Executive. In the event of termination hereunder, payment by the Company of any amounts that may be due the Executive under this Section 5(g) shall constitute the entire obligation of the Company to the Executive and any obligation of the Company to the Executive hereunder is conditioned upon the Executive signing a timely and effective Employee Release following termination of the Executive’s employment hereunder.
Upon a Change of Control. (i) If a Change of Control occurs on the date of such Change in Control, fifty-percent (50%) of any stock options previously granted to the Executive that are outstanding and unvested as of that date shall become vested and exercisable, provided that the Executive is employed by the Company on the date of such Change in Control.
