CIC Qualifying Termination Sample Clauses

CIC Qualifying Termination. If the Executive is subject to a CIC Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

CIC Qualifying Termination. Upon your CIC Qualifying Termination, subject to the terms and conditions of the Plan, you will receive:

CIC Qualifying Termination. In the event that the Executive incurs a CIC Qualifying Termination, then the Executive shall be entitled to the following benefits, provided the Executive (or the Executive’s estate, as applicable) timely executes, delivers, and does not revoke a release of claims in form and substance as provided by the Company (the “Release”): (a) each outstanding and unvested equity award shall vest and become exercisable, as applicable, and (i) for those unvested equity awards that vest in part based on the achievement of performance metrics, vesting deemed earned at 100% of target or if a performance measurement period is applicable, the actual level of performance achieved consistent with other executives as determined by the Board of Directors of the Company or a committee thereof, and (ii) with those vested stock options that are not intended to constitute “incentive stock options” as described in Section 422 of the Code remaining exercisable by the Executive until the earlier of the second anniversary of the Date of Termination or the expiration of the original term of such option; provided that, except as provided in Section 10 or Section 13.8, the equity awards that vest in accordance with this Section 4(a) shall be settled or become exercisable on the sixty-first (61st) day following the Date of Termination; (b) an amount equal to (i) twelve (12) months of Base Salary, and (ii) a Target Bonus, prorated to reflect the portion of the applicable performance period elapsed prior to the Date of Termination, which amounts shall be paid in a lump-sum on the sixty-first (61st) day following the Date of Termination (the “CIC Payment Date”); and (c) an amount equal to the product of (i) the cost to the Executive of one month of continued participation for Executive and Executive’s eligible dependents in the Company’s group health, medical, dental, vision and life insurance programs or policies in which the Executive and his or her eligible dependents was eligible to participate as of the Date of Termination on the same basis as active employees and assuming that Executive timely and properly made an election under COBRA, multiplied by (ii) twelve (12), which resulting amount shall be paid in a lump-sum on the CIC Payment Date and irrespective of whether or not Executive uses such payment toward the cost of COBRA and/or life insurance plan premiums.

CIC Qualifying Termination. If the Employee is subject to a CIC Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Employee will be entitled to the following benefits:

CIC Qualifying Termination. In the event of a CIC Qualifying Termination, notwithstanding any rights or benefits the Executive is eligible to receive under any other applicable plan, employment agreement, or similar contract with the Company, the terms of this Agreement shall represent the sole rights and benefits the Executive is eligible to receive as a result of the CIC Qualifying Termination. For the avoidance of doubt, the Executive can only receive the payments below upon a CIC Qualifying Termination and in such event will not be eligible to receive any of the payments or benefits set forth in Section 2. If the Executive is subject to a CIC Qualifying Termination, then, subject to Sections 4, 8, and 9 below, Executive will be entitled to the following benefits:

CIC Qualifying Termination. In the event of a CIC Qualifying Termination (as defined below), Executive will receive the following payments and benefits from the Company, subject to the requirements of this Agreement: (i) Salary Severance. A single, lump sum, cash payment equal to twelve (12) or months of Executive’s Salary. (ii) Bonus Severance. A single, lump sum, cash payment equal to the sum of (x) one hundred percent (100%) Executive’s Target Bonus, plus (y) a pro-rated portion of Executive’s Target Bonus for the year in which the Change in Control occurs, based on the number of days in such year for which Executive was employed by, or provided service to, the Company.

CIC Qualifying Termination. The Executive’s employment is terminated by the Company without Cause or by resignation for Good Reason, in each case, on or within 24 months following a Change in Control (as defined in the Plan) (as applicable, a “CIC Qualifying Termination”).

CIC Qualifying Termination. If the Executive’s employment is terminated as a result of a CIC Qualifying Termination: (i) the Executive shall be entitled to all benefits in Section 4(b) above (Termination without Cause); provided, that: (A) the Severance Payments described in Section 4(b)(ii) shall instead be paid beginning on the Date of Termination and ending on the earlier to occur of (A) the eighteen (18) month anniversary of the Date of Termination and (B) the first date that the Executive violates any covenant contained herein or in the Release (as hereafter defined), after receipt of written notice thereof and expiration of a 10 business day cure period; and (B) the Pro-Rata Bonus described in Section 4(b)(iii) shall instead be based on actual performance measured through the Termination Date, and paid out on or around the later of the first pay period following the Company’s determination of such performance and the Payment Date; (ii) all unvested time-based restricted stock units shall accelerate and vest; and (iii) the Company shall pay the Executive an amount equal to 150% of the greater of target or actual performance of his or her full Annual Bonus for the year during which the Date of Termination occurred, such performance to be measured through the Termination Date, to be paid out on or around the later of the first pay period following the Company’s determination of such performance and the Payment Date. For the avoidance of doubt, there shall be no duplication of benefits as between Section 4(b) and Section 4(c).

CIC Qualifying Termination. In the event of a CIC Qualifying Termination (as defined below), Executive will receive the following payments and benefits from the Company, subject to the requirements of this Agreement: