Prior to Change of Control. If ServiceSource should terminate Employee’s employment hereunder without “Cause” (as hereinafter defined) or Employee should terminate his employment for “Good Reason” (as hereinafter defined) within 60 days of the events constituting “Good Reason” then ServiceSource shall pay Employee a lump sum severance benefit equal to 6 months of Employee’s then base salary ($137,500), as well as 6 months target bonus ($62,500) if any (subject to applicable withholding for taxes and reduction on account of any amounts then owed by Employee to ServiceSource) and shall pay on behalf of Employee the premiums for up to an additional 6 months of group health plan coverage, assuming that Employee has timely elected such coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”); the foregoing lump sum payment and COBRA premiums are hereinafter referred to as the “Severance Benefit”). For purposes of this Agreement, “Cause” shall mean the occurrence of any of the following events, as determined by ServiceSource in its sole discretion: (i) Employee’s commission of any felony or any crime involving fraud or dishonesty under the laws of the United States or any state thereof; (ii) Employee’s commission of, or participation in, a fraud or act of dishonesty against ServiceSource; (iii) Employee’s intentional, material violation of any contract or agreement between Employee and ServiceSource or any statutory duty owed to ServiceSource; (iv) Employee’s unauthorized use or disclosure of Proprietary and Confidential Information; or (v) Employee’s gross misconduct. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change in Employee’s job title; (2) a material, adverse change in Employee’s job responsibilities; (3) a reduction in Employee’s base salary, target bonus and/or aggregate level of benefits (4) a relocation of Employee’s principal place of employment beyond a radius of 30 miles from the Company’s location at the time this Agreement is entered; provided that Employee has notified ServiceSource in writing of the event described in (1), (2) or (3) above and within 30 days thereafter ServiceSource has failed to restore Employee to the appropriate job title, responsibility, compensation or location.
Prior to Change of Control. If, prior to a Change of Control, the Company shall involuntarily terminate the Executive's employment without Cause, the Company shall, except to the extent payment is required to be delayed in accordance with Section 4 hereof, pay to the Executive an amount equal to 9 months of the Executive’s Base Pay. Such amount shall be paid to Executive monthly in accordance with the Company’s regular payroll practices. The initial payment shall be made as of the first payroll date coincident with or immediately following expiration of the 60-day period commencing on the day immediately following the Executive’s Termination Date. In addition, the Executive shall be entitled to any accrued vacation pay to the extent not theretofore paid, which shall be paid with the Executive’s final paycheck. All such amounts shall be reduced by applicable withholding of all federal, state and local taxes.
Prior to Change of Control. If termination without cause is prior to a "Change of Control," ANDERS shall be entitled to severance equal to the greater of (i) the Base Salary which would have been paid for the balance of the term of this Agreement if it were not terminated, or (ii) one (1) year's Base Salary. The severance payment under this Section 3.5.1 shall be payable in twelve (12) equal monthly installments commencing on the first day of the month following termination. In addition, during such twelve (12) month period, all benefits to ANDERS set forth on Section 4.5 herein shall continue to be paid.
Prior to Change of Control. In the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof prior to the occurrence of a Change of Control, the Executive shall be entitled to receive (i) any accrued, but unpaid, Salary, any authorized but unreimbursed business expenses, and any vacation or sick leave benefits which have accrued as of the date of termination of the Agreement, but were then unpaid or unused, (ii) any accrued, but unpaid Bonus, and (iii) an amount equal to One Hundred (100%) percent of the full monthly Salary payable hereunder for the unexpired term of the Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment. Any amount due the Executive under clauses (i), (ii) and (iii) of this paragraph (other than for any Bonus) shall be paid in a lump sum in cash within thirty (30) days after the termination of the Executive's employment hereunder; provided, however, that any unpaid Bonus shall be paid to the Executive within thirty (30) days after the Company's audited financial statements for the fiscal year is made available by the Company's auditors for which such Bonus is due. In addition, in the event this Agreement is terminated by the Executive pursuant to the provisions of Section 1.6(f) hereof prior to the occurrence of a Change of Control, the Company at its expense shall continue to provide the Executive with the benefits set forth in Section 1.5(b), 1.5(c) 1.5(f) and 1.5(h) above for the unexpired term of this Agreement whether or not the Executive has sought or obtained employment elsewhere after the termination of the Executive's employment pursuant to the provisions of Section 1.6(f) hereof; provided, however, if the Executive obtains employment elsewhere during the aforesaid period, then the Company shall continue to provide the benefits set forth in Sections 1.5(b), 1.5(c), 1.5(f) and 1.5(h) hereof only to the extent the Executive does not receive such benefits in their entirety from the Executive's then current employer.
Prior to Change of Control. Prior to any Change of Control for any reason other than his Misconduct or Disability, then in addition to all accrued and unpaid wages due to Employee for periods ended on or prior to the effective date of the termination:
Prior to Change of Control. If the Company terminates the Executive's employment Without Cause or if the Executive terminates his employment for Company Breach or for Good Reason prior to a Change of Control, then (i) for the thirty six (36) full months following such termination (or, if the Term would have expired in less than thirty six (36) months, then for such shorter period), the Company shall continue to pay the Executive and, if applicable, the Executive's heirs, pursuant to Sections 1.4(a) (Base Salary) and 1.4(b) (Discretionary Bonus) (provided that the annual bonus (if any) payable to the Executive pursuant to Section 1.4(b) (Discretionary Bonus) after such termination shall be the average annual bonus received by the Executive for the three (3) years prior to such termination) and (ii) the Executive and, if applicable, the Executive's heirs, shall receive the benefits set forth in Section 1.6(d) (Severance Benefits). (ii)
Prior to Change of Control. If termination without cause is prior to a "Change of Control," LUGO xxxll be entitled to severance equal to the greater of (i) the Base Salary which would have been paid for the balance of the term of this Agreement if it were not terminated, or (ii) one (1) year's Base Salary. The severance payment under this Section 3.5.1 shall be payable in twelve (12) equal monthly installments commencing on the first day of the month following termination. In addition, during such twelve (12) month period, all benefits to LUGO xxx forth on Section 4.5 herein shall continue to be paid.
Prior to Change of Control. If the termination of Employee's employment occurs prior to a Change of Control Transaction, then the Company shall pay to Employee the following amounts:
Prior to Change of Control. If the termination of Employee's employment occurs prior to the occurrence of any Change of Control, then Employee's vesting in such options and other compensatory equity arrangements automatically shall be accelerated by twelve (12) months (or, if less, the number of months then remaining in the vesting period thereunder).
Prior to Change of Control. If ServiceSource should terminate Employee’s employment hereunder without “Cause” (as hereinafter defined) or Employee should terminate his employment for “Good Reason” (as hereinafter defined) within 60 days of the events constituting “Good Reason,” then ServiceSource shall pay Employee a lump-sum severance benefit equal to 6 months of Employee’s then base salary, as well as 6 months target bonus, if any (subject to applicable withholding for taxes and reduction on account of any amounts then owed by Employee
