Qualifying Non-CIC Termination Sample Clauses

Qualifying Non-CIC Termination. On a Qualifying Non-CIC Termination (as defined below), the Executive will be eligible to receive the following payments and benefits from the Company: (i) Severance. A single, lump sum payment equal to twelve (12) months of the Executive’s Salary (as defined below), less applicable withholdings.

Qualifying Non-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 more than three months prior to the entry into a definitive agreement resulting in, or more than 24 months following, a Change in Control (as defined in the Equity Incentive Plan) (a “Qualifying Non-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 “Non-CIC Severance Benefits”): (i) any Prior Year Bonus, payable at the same time the Annual Bonus would have been paid had Executive continued in employment through the payment date; (ii) a Pro-Rata Bonus, payable within 60 days after the Termination Date; (iii) a severance amount equal to one times the sum of Executive’s (x) then-current annual Base Salary plus (y) then-current Target Bonus (each calculated after giving effect to any adjustment to Base Salary or Target Bonus that has been made since the Effective Date, but disregarding any reduction thereof that has given rise to Good Reason hereunder), which shall be payable over the 12-month period following the Termination Date; (iv) notwithstanding the terms of the applicable Award Agreement, a portion of Executive’s Equity Awards that would have vested during the 12-month period following the Termination Date shall immediately vest; 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 Termination Date; provided further that (A) 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 and (B) 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; (v) the ability to exercise any outstanding...

Qualifying Non-CIC Termination. In the event of a Qualifying Non-CIC Termination, then subject to Section 8, Executive will receive the following severance benefits:

Qualifying Non-CIC Termination. On a Qualifying Non-CIC Termination (as defined below), the Executive will, in addition to all amounts under Section 4 (including, for the avoidance of doubt, any bonus earned for the year prior to the year in which such Qualifying Non-CIC Termination occurs but unpaid as of the time of such Qualifying Non-CIC Termination),be eligible to receive the following payments and benefits from the Company or GoDaddy, as applicable:

Qualifying Non-CIC Termination. In the event of a Qualifying Non-CIC Termination, and subject to Participant satisfying the requirements of Section 5 of the Change in Control Agreement (including the execution and non-revocation of a release of claims), then if Restricted Stock Units become Eligible Units on a Certification Date, the Restricted Stock Units that are deemed to become Eligible Units on that Certification Date will vest on such Certification Date (or if later, upon the date the release of claims becomes effective and non-revocable).

Qualifying Non-CIC Termination. If Participant ceases to be a Service Provider prior to the Period End Date due to his or her Qualifying Non-CIC Termination (as such term is defined in the Company’s form of Change in Control Severance Agreement filed with the Securities and Exchange Commission on February 25, 2022 (the “Change in Control Agreement”)), Participant’s Restricted Stock Units will remain outstanding through the Period End Date and the number of Restricted Stock Units that become Eligible Units will be measured as if Participant’s status as a Service Provider had not terminated, including in the event of a Closing. Notwithstanding the foregoing, if the Qualifying Non-CIC Termination occurs prior to the Two-Year Measurement Date, and if Restricted Stock Units are determined to be Eligible Units as of a Measurement Date, the number of Eligible Units that will vest on the Certification Date associated with such Measurement Date will be pro-rated by calculating the number of Eligible Units by a fraction with (i) a numerator equal to the number of completed calendar months that have elapsed between the Commencement Date and the date of the Qualifying Non-CIC Termination and a denominator equal to twenty-four (24), with the result rounded down to the nearest Eligible Unit. For purposes of clarification, if the Qualifying Non-CIC Termination occurs on or following the Two-Year Measurement Date, and if Restricted Stock Units are determined to be Eligible Units as of a Measurement Date, the number of Eligible Units that will vest on the Certification Date associated with such Measurement Date will not be pro-rated.

Qualifying Non-CIC Termination shall occur if, any time other than during the period beginning on the ninetieth (90th) day prior to the date that a Change in Control occurs and ending on the second (2nd) anniversary of the date that such Change in Control occurs, the Executive incurs a Separation from Service (i) by the Company for reasons other than Cause, Disability or death or (ii) by the Executive for Good Reason.

Qualifying Non-CIC Termination. Qualifying Non-CIC Termination means a Separation not within the Corporate Transaction Period if (1) the Company terminates Executive’s employment for any reason other than Cause, death or Disability or (2) Executive voluntarily resigns his or her employment for Good Reason.

Qualifying Non-CIC Termination. On a Qualifying Non-CIC Termination (as defined below), the Executive will be eligible to receive the following payments and benefits from the Company: (i) Severance. A single, lump sum payment equal to the sum of the following: (1) six (6) months of the Executive’s Salary (as defined below), less applicable withholdings, plus (2) an amount equal to Executive’s prorated Target Bonus (as defined below), with such prorated Target Bonus to be calculated by multiplying the Executive’s Target Bonus by a fraction, (x) the numerator of which is the number of days during which the Executive was employed with the Company in the calendar year in which such termination occurs, and (y) the denominator of which is three hundred sixty-five (365).