Without Cause or for Good Reason Following a Change of Control Sample Clauses

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: (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to two times the sum of (A) the Base Salary and (B) the Target Bonus; (iii) a cash payment equal to the product of (A) the Target Bonus and (B) a fraction, the numerator of which is the number of days from January 1 in the year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365; (iv) a cash payment equal to the amount of any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination; and (v) medical and dental coverage for a period of 24 months from the Date of Termination.

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: (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to two times the sum of (A) the Base Salary as in effect on the Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason) and (B) the Target Bonus as in effect on the Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason); (iii) a cash payment equal to the product of (A) the Target Bonus as in effect on the Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason) and (B) a fraction, the numerator of which is the number of days from January 1 in the year in which the Date of Termination occurs through the Date of Termination and the denominator of which is 365; (iv) a cash payment equal to the amount of any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination; and (v) medical and dental coverage for a period of 24 months from the Date of Termination.

Without Cause or for Good Reason Following a Change of Control. In the event that, within one year 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: (i) the Accrued Benefits; and (ii) (x) a cash payment (the “CIC Severance Payment”) equal to three times the sum of (a) the Base Salary, as in effect on the Date of Termination (payable as set forth in Section 5(e) of this Agreement), and (b) the target Annual Bonus, assuming for purposes of this Section 5(d)(ii) that the target Annual Bonus is equal to 100% of the Base Salary (payable as set forth in Section 5(e) of this Agreement), (y) any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination, and (z) medical and dental coverage for a period of 36 months from the Date of Termination.

Without Cause or for Good Reason Following a Change of Control. In the event that, 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: (i) the Accrued Benefits; and (ii) a cash payment (the “CIC Severance Payment”) equal to three times the sum of (x) the Base Salary, as in effect on the Date of Termination and (y) a target Annual Bonus of not less than 100% of the Base Salary, in each case, as in effect on the Date of Termination (payable as set forth in Section 5(e) of this Agreement), plus any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination, and continuation of medical and dental coverage for Employee and his eligible dependents for a period of 36 months from the Date of Termination.

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: (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to two times the sum of (A) the Base Salary and (B) the Target Bonus; (iii) a cash payment equal to the product of (A) the Target Bonus and (B) a fraction, the numerator of which is the number of days from January 1 in the year in which the Date of Termination occurs (or the Start Date, if the Date of Termination occurs in 2020) through the Date of Termination and the denominator of which is 365 (or 366, if the Date of Termination occurs in 2020); (iv) a cash payment equal to the amount of any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination; and (v) medical and dental coverage for a period of 24 months from the Date of Termination.

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): (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to two (2) times the sum of (A) the Base Salary as in effect on the Termination Date (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason) and (B) the Target Bonus as in effect on the Termination Date (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason); (iii) the Prorated Bonus; (iv) the Earned Bonus; (v) the Healthcare Benefit (provided that the Benefit Continuation Period shall be twelve (12) months from the Termination Date); and (vi) vesting of all equity-based or other long-term incentive compensation awards then outstanding in accordance with the relevant terms of the applicable award agreement (with any applicable performance goals treated as set forth in the applicable award agreement and payment timing determined in accordance with the applicable award agreement).

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: (i) The equivalent of nine months of the Employee’s base salary in effect at the time of termination (not taking into account any reduction in the Employee’s base salary that would give rise to the Employee’s right to resign for Good Reason pursuant to Section 3.6.2(i)), less standard deductions and withholdings, to be paid periodically in accordance with the Company’s normal payroll policies; and (ii) in the event the Employee is eligible for and timely elects continued coverage under COBRA, payment of the same portion of the Employee’s COBRA health insurance premiums as the Company paid during the Employee’s employment, for the period commencing on the first day of the first full calendar month following the Release Effective Date and ending on the earlier of: (a) the last day of the ninth full calendar month following the Release Effective Date; or (b) the date on which the Employee becomes eligible to become enrolled in the group health insurance plan of another employer.

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: (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to 2.99 times the sum of (A) the Base Salary as in effect on the Date of Termination (without regard to any reduction thereto that would provide a basis for Employee to resign for Good Reason) and

Without Cause or for Good Reason Following a Change of Control. In the event that, 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: (i) the Accrued Benefits; (ii) a cash payment (the “CIC Severance Payment”) equal to three times the sum of (x) the Base Salary, as in effect on the Date of Termination (but for purposes of this Section 5(d)(ii)(x) and (y), in no event shall the Base Salary be less than $450,000) and (y) a target Annual Bonus of not less than 100% of the Base Salary, in each case, as in effect on the Date of Termination (payable as set forth in Section 5(e) of this Agreement), plus any Annual Bonus that the Company has notified Employee in writing that Employee has earned prior to the Date of Termination but is unpaid as of the Date of Termination, and continuation of medical and dental coverage for Employee and his eligible dependents for a period of 36 months from the Date of Termination; and (iii) solely in the case of a termination of Employee’s employment by the Company without Cause, payment of the Make-Whole Payment to the extent not previously paid (payable as set forth in Section 5(e) of this Agreement).