Qualifying CIC Termination. On a Qualifying CIC Termination, the Executive will be eligible to receive the following payments and benefits from the Company:
Qualifying CIC Termination. If, during the CIC Provisions Effective Period, the Officer is terminated under conditions constituting a Qualifying CIC Termination, the Company shall:
Qualifying CIC Termination. In the event of a Qualifying CIC Termination (as defined below), and subject to Sections 5 and 6, the Executive will be eligible to receive the following from the Company:
Qualifying CIC Termination. In the event of a Qualifying CIC Termination, then subject to Section 8, Executive will receive the following severance benefits from the Company:
Qualifying CIC Termination. If the Company terminates Executive’s employment with the Company without Cause or Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs within three months prior to the entry into a definitive agreement resulting in, or within 24 months following, a Change in Control (a “Qualifying CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject to Executive signing and not revoking a Release pursuant to Section 5(f), Executive shall be entitled to the following payments and benefits (the “CIC Severance Benefits”):
Qualifying CIC Termination. In the event of a Qualifying CIC Termination, subject to the terms and conditions of Section 6 hereof, Employee shall be entitled to the following payments, which shall be paid in one lump sum within 65 days after the Date of Termination (other than the Accrued Benefits, which shall be payable within 30 days of the Date of Termination or sooner when required under applicable law):
Qualifying CIC Termination. A Qualifying CIC Termination occurs if at any time upon or within two (2) years following a Change in Control:
Qualifying CIC Termination. The occurrence of any one or more of the following events ("Qualifying CIC Termination") within twenty four (24) months following the effective date of a CIC of the Company shall trigger the payment of CIC Severance Benefits:
Qualifying CIC Termination. In addition to the payments and benefits set forth in Sections 3(a)(i) and 3(a)(ii) above, upon a Qualifying CIC Termination, the Executive will also receive vesting acceleration (and exercisability, as applicable) as to 100% of the Awards that are then outstanding and unvested. In the case of an Award with performance-based vesting, unless otherwise specified in the applicable Award agreement governing such Award, all performance goals and other vesting criteria will be deemed achieved at 100% of target levels. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any unvested portion of the Executive’s then-outstanding Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will remain outstanding until the earlier of (x) three (3) months following the initial Qualifying Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the initial Qualifying Termination (provided that in no event will the Executive’s Awards remain outstanding beyond the Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying Termination, any unvested portion of the Executive’s Awards (after taking into account the vesting acceleration that will have already occurred pursuant to Section 3(a)(iii)) will automatically and permanently will be forfeited on the third (3rd) month following the date of the Qualifying Termination without having vested.
Qualifying CIC Termination. Upon a termination of Executive’s Continuous Service Status on or within twelve (12) months following the consummation of a Change in Control (x) by the Company other than for Cause (and not including a termination as a result of death or Disability) or (y) by Executive for Good Reason (each, a “Qualifying CIC Termination”), on the terms and subject to the conditions of this Agreement, and subject to Executive’s satisfaction of the Obligations and to Executive’s Continuing Compliance (except that such satisfaction and Continuing Compliance is not required with respect to Section 2(b)(iv) below), Executive will receive the following severance payments and benefits from the Company:
