Termination On or Following a Change of Control. If a Change of Control occurs during the Term, Employee shall be entitled to the benefits provided in Section 4 hereof if, during the Protected Period (as hereinafter defined), Employee becomes disabled or Employee's employment is terminated, unless such termination is (a) due to Employee's death, (b) by the Company either for Cause or Employee's Disability, or (c) by Employee for other than a Good Reason. Anything in this Agreement to the contrary notwithstanding, if Employee's employment with the Company is terminated during the Term and prior to the date on which a Change of Control occurs, and it is reasonably demonstrated that such termination (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change of Control, or (ii) otherwise arose in connection with or anticipation of the Change of Control, then for all purposes of this Agreement the Change of Control shall be deemed to have occurred on the date immediately prior to the date of Employee's termination and Employee shall be deemed terminated by the Company during the Protected Period other than for Cause. For purposes of this Agreement, the "Protected Period" shall mean the period of time beginning with the Change of Control and ending on the first anniversary of such Change of Control or Employee's death, if earlier.
Termination On or Following a Change of Control. If at any time prior to the one-year anniversary of the consummation of a Change of Control, the Company terminates the Employee’s employment without Cause or the Employee terminates her employment with the Company for Good Reason (as defined below), the Employee will be entitled to receive: (i) the Employee’s then current base salary for a period of six months payable in equal installments paid in accordance with the Company’s normal payroll practices, with the first installment beginning on the first regular pay date following the Employee’s Termination Date; (ii) compensation and benefits set forth in Sections 4.2(i), and 4.2(iv), and (iii) to the extent not included in the compensation and severance benefits made under Section 4.2(i), an amount equal to the maximum AIP bonus available to Employee for the year in which the termination occurs. In addition, provided the Employee elects continued health coverage under section 4980B(f) of the Code, for each month that the Employee pays to the Company 100% of the applicable premium (as defined within section 4980B(f)(4) of the Code) for such continued health and dental coverage, the Company shall reimburse the Employee, for a period equal to the lesser of the maximum COBRA period or six months, on the first pay date of each month the after-tax cost of the applicable premium. Further, subject to any overriding laws, the Company shall not be required to reimburse healthcare and dental insurance premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source, which must be reported to the Company within thirty (30) days of first becoming eligible, or if such reimbursement arrangement causes the Company’s group health plan to fail any non-discrimination testing or to be subjected to a fine or penalty under the Affordable Care Act. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control (with effect immediately prior to the scheduled consummation of the Change of Control).
Termination On or Following a Change of Control. Employee will be entitled to receive compensation and severance benefits through the remainder of the Employment period or for twelve (12) months, whichever is greater, if employment is terminated within one (1) year following the Change of Control (as defined below). This qualifying termination is if the Company terminates the employee without cause or at-will by the employee for Good Reason (as defined below). The Employee will continue to have health care, dental, disability or life insurance benefits for three years following the Change of Control. Further, subject to any overriding laws, the Company shall not be required to provide health care, dental, disability or life insurance benefits otherwise receivable by Employee if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall be reported to the Company. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards shall vest immediately upon the Change of Control.
Termination On or Following a Change of Control. Employee will be entitled to receive compensation and severance benefits set forth in Subsections 4.3(i), 4.3(ii), 4.3(iii), 4.3(v), and 4.3(vi), and to the extent not included in the compensation and severance benefits made under 4.3(iii), an amount equal to the greater of the target incentive for the year termination occurs or the average of all AIP bonuses paid within the twenty four (24) month period preceding the Termination Date, if employment is terminated within one (1) year following the Change of Control (as defined below). This qualifying termination is if the Company terminates the employee without cause or at-will by the employee for Good Reason (as defined below). The Employee will be reimbursed for healthcare and dental insurance premiums for three years following the Change of Control. Further, subject to any overriding laws, the Company shall not be required to reimburse healthcare and dental insurance premiums if Employee is actually covered or becomes covered by an equivalent benefit (at the same or lesser cost to Employee, if any) from another source. Any such benefit made available to Employee shall be reported to the Company. Stock options will remain exercisable for a period of one (1) year following termination (unless such options have terminated or been cashed out in connection with the Change of Control), and any outstanding equity awards, including any awards or allotments granted under the Hexis Exit Plan shall vest immediately upon the Change of Control.
