Common use of Payment Event Clause in Contracts

Payment Event. In the event of a Change in Control, the Grantee is eligible to receive an amount equal to his or her Award Percentage multiplied by the applicable Award Pool; provided, however, that the Grantee either (i) has not incurred a Termination of Service as of the day immediately prior to such Change in Control, or (ii) has incurred a Termination of Service within seventy-five (75) days of the Change in Control due to his or her termination without Cause or due to his or her death or disability. If there are no Transaction Proceeds after applicable deductions as referenced in the definition of such term, the Company shall have no obligation to make any payment to the Grantee and the associated Award shall terminate automatically. The Board shall have full discretion to determine the Transaction Proceeds and Total Enterprise Value in good faith, including full discretion to determine the extent to which Change in Control consideration that is non-cash or deferred (e.g., escrows or earn-outs) should be included.