Without Cause or for Good Reason Following a Change of Control. In the event that, upon or within two years following a Change of Control, the Company terminates Employee’s employment hereunder without Cause or Employee resigns for Good Reason, Employee shall be entitled to:
Without Cause or for Good Reason Following a Change of Control. If the Company terminates the Executive's employment without Cause, or the Executive voluntarily terminates his employment for Good Reason, during the one-year period following a Change in Control, the Company's obligations under this Agreement shall terminate upon such termination except for the Company's obligation to pay or to provide to the Executive the following: (i) any Base Salary earned through the date of such termination, to the extent theretofore unpaid, paid in accordance with the Company's normal payroll practice, (ii) a lump-sum payment equal to the Executive's target Annual Bonus Payment for the year of such termination, (iii) any previously earned Annual Bonus Payments, (iv) such retirement and other benefits earned by the Executive and vested (if applicable) under the terms of any employee benefit plan maintained by the Company in which the Executive participates, including without limitation the SERP, paid in the normal course for such payments, (v) a lump-sum payment equal to three (3) times the sum of Base Salary and the Average Annual Bonus Payment, (vi) all outstanding stock options held by the Executive shall become immediately vested and exercisable, (vii) the continued health and other benefits provided by Article XI of the SERP in the event of a Termination Following a Change in Control (as defined in the SERP) whether or not the Executive's termination constitutes such a termination for purposes of the SERP. Each of the payments described in clauses (ii), (iii) and (v) above shall be made within thirty days of the Executive's termination of employment; provided that in no event shall the payment described in clause (v) above be included in the term "Compensation" for purposes of the SERP.
Without Cause or for Good Reason Following a Change of Control. In the event that, upon or within two years following a Change of Control, the Company terminates Employee’s employment hereunder without Cause or Employee resigns for Good Reason, Employee shall be entitled to the following payments and benefits, subject to Section 6(e) in the case of clauses (ii) through (v):
Without Cause or for Good Reason Following a Change of Control. If, within twelve months after the consummation of a Change of Control (as defined below), the Company terminates the Employee’s employment without Cause as provided in Section 3.2.2, or the Employee terminates the Employee’s employment for Good Reason as provided in Section 3.3.1, the Company shall pay the Employee all base salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, subject to Employee’s delivery to the Company the Release within the Release Effective Date, the Company shall provide the Employee with the following benefits, as applicable:
