During Change of Control Period. If, during the six (6)-month period immediately preceding or following a Change of Control, the Company terminates Executive’s employment or gives written notice of a non-renewal of this Agreement without Cause, then Executive will be entitled to receive (i) Accrued Obligations, (ii) monthly cash severance payments at the Base Salary rate, less standard withholdings and deductions, paid during the six (6) month period immediately following the termination date of Executive’s employment, and (iii) immediate vesting of all unvested outstanding options issued in the Executive’s name; provided, however, that Executive’s right to receive any the payments set forth in clause (ii) above will be conditioned upon Executive and Executive’s spouse, if Executive has one at the time, executing, and not revoking, a general release of claims and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable to and provided by the Company (including without limitation unconditional release, representations that no claims have been filed, confidentiality, nondisparagement, transition, no admission, etc.). All such payments will cease as of the earlier of the date on which Executive obtains new employment or the date on which Executive engages (or assist any other person or entity to engage) in any activity competitive with the business of the Company. If Executive obtains new full-time employement during the severance period or engages in a competitive activitiy, Executive is responsible for notifying the Company immediately.
During Change of Control Period. If, during the Change of Control Period, the Company terminates the Employee’s employment without Cause (other than for death or Disability) or the Employee terminates the Employee’s employment for Good Reason, then the Company shall pay or provide to the Employee the following:
During Change of Control Period. Without limiting the generality of the foregoing, during a Change of Control Period, the incentive, savings and retirement benefit opportunities (measured with respect to both regular and special incentive opportunities, to the extent, if any, that such distinction is applicable) and the other benefits provided to the Executive pursuant to Sections 3(d), (e), (f), (g), (h) and (i) shall in no event be less than the most favorable such opportunities and benefits provided to the Executive by the Company and its affiliates at any time during the 120-day period immediately preceding the Change of Control Date. In addition, notwithstanding anything herein or in the 2002 Plan to the contrary, upon the Change of Control Date, the Shares and the Options shall immediately vest in full, and the Options shall remain exercisable for the remainder of their stated term.
During Change of Control Period. In the event the Employee’s employment is terminated during the Change of Control Period by the Employee pursuant to Section 4.2 or by the Company pursuant to Section 4.5, the Company shall pay to the Employee a severance amount equal to the sum of (i) two and one-half times his annual salary as in effect on the date of termination plus (ii) two and one-half times the amount determined by (A) adding all bonuses earned by Employee for the three most recent full fiscal years prior to the fiscal year in which Employee’s employment terminates and (B) dividing the sum of such bonuses by 3 (the sum of the amounts described in clauses (i) and (ii) is referred to herein as the “Change of Control Severance Amount”). For the avoidance of doubt, the bonus component of the Change of Control Severance Amount shall be determined by (a) including bonuses earned for the prior three fiscal years, regardless of whether such bonus amounts were paid during such fiscal year or in the following fiscal year and (b) excluding any bonus amount paid during any of such three fiscal years that was earned for any fiscal year prior to such three fiscal years. The Change of Control Severance Amount shall be payable in a lump sum on the first business day after 15 days following the Employee’s termination. In addition, all stock options, restricted stock grants and other equity awards granted to Employee prior to the date of termination which have not vested as of the date of termination of Employee’s employment shall immediately vest as of the date of such termination and the time period during which Employee may exercise any stock option or other award shall be the greater of (m) the time period set forth in the agreements reflecting such grants or (n) one year from the date of termination. In no case, however, shall the period of time to exercise any such stock option or other award extend beyond the termination date of such stock option or other award set forth in the agreement reflecting the grant of such stock option or other award. The Company shall also continue to provide to the Employee medical insurance coverage and group life insurance coverage (to the extent such benefits can be provided to non-employees, or to the extent such benefits cannot be provided to non-employees, then the cash equivalent thereof) until the date 36 months after the date of termination, provided that to the extent such payments are reimbursements to the Employee of medical expenses incurred by the Emp...
During Change of Control Period. In the event the Employee’s employment is terminated by the Employee pursuant to Section 5.2 (Good Reason), by reason of Employee’s death or disability pursuant to Section 5.3 (Death or Disability), or by the Company pursuant to Section 5.5 (Company Election Without Cause), in any of such cases at a time that is during the Change of Control Period, the payments to Employee the treatment of Employee’s equity awards shall be as set forth in Sections 7.1.1 through 7.1.4 below:
During Change of Control Period. If, during the six (6)-month period immediately preceding or following a Change of Control, (A) the Company terminates Executive’s employment or gives written notice of a non-renewal of this Agreement without Cause, or (B) Executive terminates his employment pursuant to Section 7(c) hereof due to a material change or reduction in the duties, responsibilities or compensation of Executive, then Executive will be entitled to receive (i) Accrued Obligations, (ii) monthly cash severance payments at the Base Salary rate, less standard withholdings and deductions, paid during the six (6) month period immediately following the termination date of Executive’s employment, (iii) continuation of Company provided health insurance coverage or reimbursement to Executive for equivalent COBRA coverage paid during the six (6) month period immediately following the termination date of Executive’s employment and (iv) immediate vesting of all unvested outstanding options issued in the Executive’s name; provided, however, that Executive’s right to receive any the payments set forth in clause (ii), (iii) or (iv) above will be conditioned upon Executive and Executive’s spouse, if Executive has one at the time, executing, and not revoking, a general release of claims and affirmation of Executive’s other continuing obligations under this Agreement in a form acceptable to and provided by the Company (including without limitation unconditional release, representations that no claims have been filed, confidentiality, nondisparagement, transition, no admission, etc.). All such payments will cease as of the earlier of the date on which Executive obtains new employment or the date on which Executive engages (or assist any other person or entity to engage) in any activity competitive with the business of the Company. If Executive obtains new full-time employment during the severance period or engages in a competitive activity, Executive is responsible for notifying the Company immediately.
