Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If during the one (1)-month period immediately prior to (and in connection with) a Change in Control or during the twelve (12)-month period immediately following a Change in Control (x) the Company terminates Executive’s employment with the Company for a reason other than Cause or Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 4, Executive will be entitled to the following in lieu of the benefits described in Section 3(a) above:
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. Subject to the provisions set forth in this Agreement, in the case of a termination of Executive’s employment hereunder Without Cause in accordance with Section 1.5.4 above or the resignation of Executive’s employment hereunder for Good Reason in accordance with Section 1.5.5 above, in each case, 60 days prior to or within 12 months after a Change in Control, the Company shall provide the following severance package (“CIC Severance Package”): (i) Company shall pay Executive an amount equivalent to six months of Executive’s then Base Salary plus 50% percent of Executive’s Bonus Base, subject to the tax withholding specified in Sections 1.4.1 and 1.4.2 above, payable as set forth herein (“CIC Severance Payment”); (ii) to the extent Executive participates in any medical, prescription drug, dental, vision and any other “group health plan” of the Company immediately prior to the Termination Date, the Company shall pay to Executive in a lump sum a fully taxable cash payment in an amount equal to 6 times the monthly premium cost to Executive of continued coverage for Executive (and for Executive’s spouse and dependents to the extent participating in such plans immediately prior to the Termination Date) that would be incurred for continuation coverage under such plans in accordance with Section 4980B of the Internal Revenue Code of 1986, as amended, and Part 6 of Title 1 of the Employee Retirement Income Security Act of 1986, as amended, less applicable tax withholding payable on the first payday following the 30th day after Executive’s termination date (Executive may, but is not obligated to, use such payment toward the cost of continuation coverage premiums); and (iii) one-hundred percent of any unvested shares subject to any equity grants issued to Executive by Company shall accelerate and vest and become exercisable in full. Company’s obligation to provide Executive with the CIC Severance Package is contingent upon Executive’s execution of a general release of claims satisfactory to the Company, with such release becoming effective on or before 30 days following Executive’s termination date. Payment of the CIC Severance Payment will commence on the first payday following the 30th day after Executive’s termination date and continue over a 6 month period in equal installments, with payments made on Company’s regular paydays. Such release will not affect Executive’s continuing obligations to the Company under the Proprietary Information and Inventions Agreement. ...
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. During the time period from the Effective Date through the third (3rd) anniversary of the Effective Date, in the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign your employment for Good Reason, in either case within the period beginning three (3) months before, and ending twelve (12) months following, such Change in Control; and provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 7(b)), you shall be entitled to:
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. In the event a Change in Control occurs and if the Company terminates your employment without Cause or if you resign for Good Reason, in either case within the period beginning one (1) month before, and ending twelve (12) months following, such Change in Control; provided that (except with respect to the Accrued Compensation) you deliver to the Company the signed Release and satisfy all conditions to make the Release effective within sixty (60) days following your termination of employment, then, (in lieu of any benefits pursuant to Section 8(b)), you shall be entitled to:
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Executive’s employment terminates without Cause pursuant to Section 3(a)(iv) or due to Executive’s resignation for Good Reason pursuant to Section 3(a)(v), in either case within two years following a Change in Control that does not constitute a Company Sale (as defined in Section 2(c) above), then, subject to Executive signing within the period of time set forth therein, and not revoking, the Release) and Executive’s continued compliance in all material respects with Sections 5, 6, and 7, Executive shall receive final measurement treatment of any vested RSUs, in addition to the payments and benefits set forth in Section 3(b).
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If, during the one (1)-month period immediately prior to (or otherwise in connection with or in anticipation of a Change of Control), on or during the twelve (12)-month period immediately following, a Change of Control (such period, the “CIC Protective Period”), Executive’s Termination Date occurs (x) due to termination by the Company for a reason other than Cause, Executive becoming Disabled or Executive’s death, or (y) Executive resigns from such employment for Good Reason, then, subject to Section 7 (other than with respect to the Accrued Benefits), Executive will receive the following severance benefits from the Company in lieu of the benefits described in Section 6(a) above:
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If: (i) the Company consummates a Change in Control (as defined herein); and (ii) your employment is terminated by the Company without Cause (as defined herein) or if you resign from the Company for Good Reason (as defined herein), in either case within three (3) months before a Change in Control or within twelve (12) months after a Change in Control; then effective as of your employment termination date, 100% of your then remaining unvested Shares shall become fully vested (the “Accelerated Vesting”).
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. If Executive’s employment is terminated: (i) by the Company without Cause or by Executive for Good Reason (as defined in the Severance Agreement) and (ii) the termination occurs on a date within twelve (12) months following a Change in Control (as defined herein), then, subject to Section 9 of the Severance Agreement, Executive will receive the following:
Termination without Cause or Resignation for Good Reason in Connection with a Change in Control. Notwithstanding the foregoing, if, during the Change in Control Period (as defined below), (x) Employer (or any parent or successor of Employer) terminates Employee’s employment for a reason other than Cause, death or Disability, or (y) Employee resigns for Good Reason, then, subject to Section 8(f), Employee shall be entitled to the benefits as provided in Section 8(b) and (i) additionally, 100% of the then-unvested Option Award shall immediately vest and (ii) instead of compensation described in Section 8(b)(iii), Employee’s Target Cash Bonus for the calendar year in which the termination occurs, payable on the Payment Date (as defined below).
