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 after the entry into a definitive agreement resulting in, and 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’s execution and non-revocation of a release of claims against the Company Group in accordance with Section (e), and subject to Executive’s compliance with Section 11, Executive shall receive the following payments and benefits: (A) the Cash Severance, payable in a lump sum within 60 days after the Termination Date, in accordance with the Company’s normal payroll practices; (B) the Prior Year Bonus; (C) the Pro-Rata Target Bonus; (D) the COBRA Continuation; and (E) notwithstanding the terms of the applicable award agreements, all of Executive’s Equity Awards shall immediately vest in full; provided that to the extent that the Equity Award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the date of Termination Date; provided further that (I) if the applicable award agreement provides for additional or more favorable vesting or other treatment, Executive shall be entitled to any such additional or more favorable vesting or other treatment, (II) if the applicable award agreement specifically provides that this provision of this Agreement does not apply, then the Equity Award will be governed by the award agreement, and (III) in no event shall this Section 9(b)(ii)(E) apply to any equity award granted by DCG (the treatment provided for in this clause (E), the “Full Equity Acceleration”).
Appears in 2 contracts
Sources: Employment Agreement (Grayscale Investments, Inc.), Employment Agreement (Grayscale Investments, Inc.)
Qualifying CIC Termination. If the Company terminates Executive’s employment with is terminated at any time by the Company without Cause Cause, or by Executive terminates Executive’s employment with the Company for Good Reason, and such termination occurs after the entry into a definitive agreement resulting in, and 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’s execution and non-revocation of a release of claims against the Company Group conditions set forth in accordance with Section (e), and subject to Executive’s compliance with Section 1110(f) hereof, Executive shall receive the following payments and benefitsreceive:
(Ai) the Cash Severance, payable in a lump sum within 60 days after the Termination Dateeffective date of termination, in accordance with the Company’s normal payroll practices;
(Bii) the Prior Year Bonus;
(Ciii) the Pro-Rata Target Bonus;
(Div) the COBRA Continuation; and
(Ev) notwithstanding the terms of the applicable award agreements, all any outstanding equity awards held by Executive as of Executive’s Equity Awards the date of termination shall immediately vest in full; provided that to the extent that the Equity Award any such equity award is subject to performance criteria or conditions, performance shall be deemed to have been met (x) based on actual performance (as determined after the end of the performance period) if the applicable performance period has ended prior to the Termination Date effective date of termination and (y) based on the greater of actual performance (as determined after the end of the performance period) and target performance if the applicable performance period has not yet ended as of the effective date of Termination Datetermination; provided further that (IA) if the applicable award agreement provides for additional or more favorable vesting or other treatment, Executive shall be entitled to any such additional or more favorable vesting or other treatment, treatment and (IIB) if the applicable award agreement specifically provides that this provision of this Agreement does not apply, then the Equity Award such equity award will be governed by the award agreement, and (III) in no event shall this Section 9(b)(ii)(E) apply to any equity award granted by DCG agreement (the treatment provided for in this clause (Ev), the “Full Equity Acceleration”).
Appears in 2 contracts
Sources: Employment Agreement (Grayscale Investments, Inc.), Employment Agreement (Grayscale Investments, Inc.)
Qualifying CIC Termination. If the Company terminates ExecutiveExecutive’s employment with the Company without Cause or Executive terminates Executive’s employment employment with the Company for Good Reason, and such termination occurs after the entry into into a definitive agreement resulting in, and within 24 months following, a Change in Control (a “Qualifying “Qualifying CIC Termination”), then Executive shall be entitled to the Accrued Benefits, and, subject subject to Executive’s execution and non-revocation of a release of claims against the Company Group Group in accordance with Section (e9(e), and subject to Executive’s compliance with Section 11, Executive Executive shall receive the following payments and benefits:benefits:
(A) the the Cash Severance, payable in a lump sum within 60 days after after the Termination Date, in accordance with the Company’s normal payroll practices;practices;
(B) the the Prior Year Bonus;Bonus;
(C) the the Pro-Rata Target Bonus;Bonus;
(D) the the COBRA Continuation; and
(E) notwithstanding notwithstanding the terms of the applicable award agreementsagreements, all of Executive’s Equity Awards shall immediately vest in full; provided that that to the extent that the Equity Award is subject to performance criteria or conditions, performance performance shall be deemed to have been met (x) based on actual performance (as determined determined after the end of the performance period) if the applicable performance period period has ended prior to the Termination Date and (y) based on the greater of actual performance performance (as determined after the end of the performance period) and target performance performance if the applicable performance period has not yet ended as of the date of Termination Termination Date; provided further that (I) if the applicable award agreement provides for for additional or more favorable vesting or other treatment, Executive shall be entitled to any any such additional or more favorable vesting or other treatment, (II) if the applicable award award agreement specifically provides that this provision of this Agreement does not applyapply, then the Equity Award will be governed by the award agreement, and (III) in no event event shall this Section 9(b)(ii)(E) apply to any equity award granted by DCG (the treatment treatment provided for in this clause (E), the “Full Equity Acceleration”).Acceleration”).
Appears in 1 contract
Qualifying CIC Termination. If the Company terminates Executive’s employment with is terminated at any time by the Company without Cause Cause, or by Executive terminates Executive’s employment with the Company for Good Reason, and such termination termination occurs after the entry into a definitive agreement resulting in, and within 24 months followingfollowing, a Change in Control (a “Qualifying CIC Termination”), then Executive shall be entitled entitled to the Accrued Benefits, and, subject to Executive’s execution and non-revocation of a release of claims against the Company Group conditions set forth in accordance with Section (e)10(f) hereof, and subject to Executive’s compliance with Section 11, Executive Executive shall receive the following payments and benefits:receive:
(Ai) the the Cash Severance, payable in a lump sum within 60 days after the Termination Dateeffective date of termination, in accordance with the Company’s normal payroll practices;practices;
(Bii) the the Prior Year Bonus;Bonus;
(Ciii) the the Pro-Rata Target Bonus;Bonus;
(Div) the the COBRA Continuation; and
(Ev) notwithstanding notwithstanding the terms of the applicable award agreements, all any outstanding equity awards held by Executive as of Executive’s Equity Awards the date of termination shall immediately vest in in full; provided that to the extent that the Equity Award any such equity award is subject to performance criteria or conditionsconditions, performance shall be deemed to have been met (x) based on actual performance (as determined determined after the end of the performance period) if the applicable performance period has ended prior prior to the Termination Date effective date of termination and (y) based on the greater of actual performance (as determined determined after the end of the performance period) and target performance if the applicable performance performance period has not yet ended as of the effective date of Termination Datetermination; provided further that that (I) A) if the applicable award agreement provides for additional or more favorable vesting or other treatmenttreatment, Executive shall be entitled to any such additional or more favorable vesting or other treatment, treatment and (IIB) if the applicable award agreement specifically provides that this provision of this this Agreement does not apply, then the Equity Award such equity award will be governed by the award agreement, and (III) in no event shall this Section 9(b)(ii)(E) apply to any equity award granted by DCG (the agreement (the treatment provided for in this clause (Ev), the “Full Equity Acceleration”).Acceleration”).
Appears in 1 contract
Sources: Employment Agreement (GSO Intermediate Holdings I Corp)