Change of Control Payments and Benefits. Upon a Change Of Control Termination:
Change of Control Payments and Benefits. Upon a Change of Control Termination, Employee shall be entitled to receive the Accrued Amounts and, subject to Employee’s (x) compliance with the covenants contained in Section 8 hereof and (y) Employee’s execution of a Release and such Release becoming effective within 45 days following the Termination Date (such 45-day period, for purposes of this Section 5(b), the “Release Execution Period”), Employee shall be entitled to receive the following payments or benefits:
Change of Control Payments and Benefits. Upon a Change of Control Termination, Employee shall be entitled to receive the Accrued Amounts and, subject to Employee’s (x) compliance with the covenants contained in Section 10 hereof, (y) Employee’s execution of a Release within the Release Execution Period, and (z) not revoking the Release within the 7-day period following Employee’s execution of the Release, Employee shall be entitled to receive the following payments or benefits: (i) a lump sum amount equal to two (2) years of Employee’s then- current base salary, which amount shall be paid in cash after the Release is fully executed and on or before the 60th day after the Termination Date, or such later date as may be required by Section 12(c); provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; (ii) a lump sum amount equal to two (2) times Employee’s Average Cash Bonus, which amount shall be paid in cash after the Release is fully executed and on or before the 60th day after the Termination Date, or such later date as may be required by Section 12(c); provided, however, that if the Release Execution Period begins in one taxable year and ends in another taxable year, then payment shall not be made until the beginning of the second taxable year; and (iii) if Employee timely and properly elects continuation coverage under COBRA, then Seacoast shall reimburse Employee for the monthly COBRA premium paid by Employee for Employee and Employee’s dependents until the earliest of: (A) the 18-month anniversary of the Termination Date; (B) the date Employee is no longer eligible to receive COBRA continuation coverage; and (C) the date on which Employee becomes eligible to receive substantially similar coverage from another Seacoast. Such reimbursement shall be paid to Employee on the 15th day of the month immediately following the month in which Employee timely remits the premium payment.
Change of Control Payments and Benefits. For purposes of the plan and agreements described below, the completion of the Merger will constitute a “change of control” as defined within the applicable documents. Enable does not maintain employment agreements with its executive officers. However, Enable maintains the Enable Midstream Partners, LP Change of Control Plan (which we refer to as the “Enable change of control plan”) in which its executive officers are eligible to participate. The Enable change of control plan provides for certain “double trigger” payments and benefits, meaning that the payments or other benefits become due only if the executive officer’s employment is terminated not due to death or disability and without cause or by the executive for good reason (which we refer to as a “covered termination”) within two years after the occurrence of a change of control, which includes the merger. The payments and benefits due to an executive officer under the Enable change of control plan upon a covered termination following a change of control are: (i) accrued but unpaid salary, earned but untaken vacation through the date of the covered termination and reimbursement of eligible expenses incurred through the date of the covered termination; (ii) a prorated bonus for the calendar year of the covered termination, payable in a lump sum no later than 60 days following the date of the covered termination; (iii) a lump sum cash payment in the amount of $25,000 for outplacement services payable no later than 60 days following the date of the covered termination; (iv) a lump sum cash payment in an amount equal to the greater of the executive officer’s base salary plus target bonus determined immediately prior to the date on which the change of control occurs or base salary plus the target bonus determined immediately prior to the date of the covered termination (or as determined immediately prior to a reduction in base salary or target bonus if the covered termination is due to the executive officer’s termination due to good reason) times the executive’s change of control multiple payable no later than 60 days following the date of the covered termination; and (v) a lump sum cash payment in an amount equal to the sum of the employer’s portion of the annual premium for medical, dental and vision benefit coverage as in effect immediately prior to the date of the covered termination multiplied by the executive’s change of control multiple. The payments and benefits set forth in (ii)-(v) will be conti...
Change of Control Payments and Benefits. (a) Upon the occurrence of a Change of Control (as defined below), all of Executive’s unvested Time-Based Equity Incentive (and any other unvested stock incentive awards held by Executive that are scheduled to vest solely on account of the passage of time) and unvested Performance-Based Equity Incentive will become immediately vested, payable and exercisable at the time of the Change of Control.
Change of Control Payments and Benefits
