Termination Without Cause or for Good Reason Following a Change in Control. Notwithstanding the foregoing, if your employment is terminated by the Company or its successor in interest Without Cause or by you for Good Reason within ninety (90) days before or within six months after a Change in Control Event (as defined in the Company’s Amended and Restated 2008 Stock Incentive Plan) that also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (a “Company Change in Control”) then (subject to your executing and not revoking the Release)the Company will (i) pay you an amount equal to 15 months of your then-current base salary, less standard employment-related withholdings and deductions, with such payments to be made in 15 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; (ii) pay you an amount equal to 15 months of the Target Bonus, less standard employment-related withholdings and deductions, with such payments to be made in 15 equal monthly installments in accordance with the Company’s usual payroll practices beginning on the first regular pay date following the termination date; and (iii) provide for continued coverage, at the Company’s expense, under the Company’s medical plan to the extent permitted under such plans for a period of 15 months immediately following the date of termination of your employment; provided, however, that if health insurance coverage is not available to non-employees under the Company sponsored plan, the Company shall reimburse you in an amount equal to the cost of the premium for coverage under a medical plan at the same average level and on the same terms and conditions which applied immediately prior to the date of the Executive’s termination.
Termination Without Cause or for Good Reason Following a Change in Control. In the event of Executive’s termination of employment with the Company (i) by the Company without Cause (as defined herein); or (ii) by Executive for Good Reason (as defined herein), in either case, during the period beginning one month before and ending one year after a Change in Control (as defined herein), the Company shall pay to Executive the amounts described in Section 2(c) as soon as practicable after the date of Executive’s termination or, in the case of benefits described in Section 2(c)(iv) below, as such benefits become due to Executive under the terms of the applicable plan(s), program(s) or agreement(s). In addition, if a termination described in this Section 2(a) constitutes a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of the Internal Revenue Code of 1986, as amended, and Treasury Regulation Section 1.409A-1(h)) (a “Separation from Service”) and Executive executes a general release of claims (the “Release”) substantially in the form attached hereto as Exhibit A within forty-five (45) days after the date of such Separation from Service and does not revoke such Release (the date on which such Release ceases to be revocable by Executive, the “Release Date”), the Company shall (x) pay Executive an amount equal to one times Executive’s annual salary (as in effect on the date of Executive’s termination) (the “Annual Salary”) plus a target bonus of 40% of the Annual Salary (the “Target Bonus”) and (y) subject to Executive’s valid election under Internal Revenue Code Section 4980B (together with the regulations thereunder, “COBRA”) provide continued enrollment in the Company’s group health plans in which Executive and his dependents (if any) were enrolled immediately prior to the date of Executive’s Separation from Service (the “Termination Date”), from the Termination Date through the earliest to occur of (i) the expiration of the maximum coverage period permitted under COBRA, (ii) the date that is twelve (12) months from the Termination Date, or (iii) such time as Executive becomes eligible for coverage under a “group health plan” (within the meaning of COBRA) of another employer (in any case, the “Continuation Period”), at the same level of benefits as Executive and his dependents received immediately prior to the Termination Date (as may be adjusted in a manner applicable to plan participants generally), with such COBRA premiums paid solely by the Company during the Continuation Period; after the Continuation Perio...
Termination Without Cause or for Good Reason Following a Change in Control. If the Employee’s employment with the Company shall be terminated by the Company without Cause or by the Employee for Good Reason within twelve (12) months following a Change in Control and during the Term of this Agreement (including any extensions or deemed extensions thereof as provided in SECTION 1 above):
Termination Without Cause or for Good Reason Following a Change in Control. If Employee is terminated without Cause or resigns for Good Reason during the Change in Control Protection Period, Employee shall be entitled upon the occurrence of such termination to the payment of the following additional consideration, in addition to all other compensation accrued through the date of such termination, subject to Employee’s compliance with the release obligation in Section 10(D) below:
Termination Without Cause or for Good Reason Following a Change in Control. If the Employee’s employment with the Company is terminated by the Company (other than for Cause or death) or by the Employee for Good Reason within 24 full calendar months following the Change in Control Date, then the Employee shall be entitled to the following benefits:
Termination Without Cause or for Good Reason Following a Change in Control. Notwithstanding anything set forth in this Agreement, if the Employment Period shall be terminated by the Company without Cause or by the Executive for Good Reason, in each case within twenty-four (24) months following a Change in Control, the Executive shall: (a) receive a lump sum payment on the Date of Termination equal to two (2) times the sum of (A) Base Salary plus (B) the target annual bonus set forth in Section 4.02 above; (b) receive a lump sum payment on the Date of Termination equal to the value of the benefits set forth in Sections 4.03 (d) and (e) above that the Executive would have been entitled to receive absent a Notice of Termination for the twelve (12) months following the Date of Termination; (c) receive the benefits set forth in Sections 4.03 (a) and (c) above through the twenty-four (24) month anniversary of the Date of Termination; and (d) receive reimbursement for all Reimbursable Expenses incurred by the Executive prior to the Date of Termination. The Executive’s entitlements under all other benefit plans and programs of the Company shall be as determined thereunder. SECTION 5.05
Termination Without Cause or for Good Reason Following a Change in Control. (a) If Employee’s employment by the Company is terminated by the Company (or its successor or parent) without Cause (and not due to Disability or death) or by Employee for Good Reason immediately before or within twelve (12) months immediately following a Change in Control (as defined in the Plan), that constitutes a change in control event described in Treasury Regulation Sections 1.409A-3(i)(5), then: (x) the Company shall pay or provide Employee with the Severance Benefits described in Section 6.1(b) except that the Severance Payment described in Section 6.1(b)(i) shall be paid to Employee in a lump sum, on the first payroll date of the Company that is at least sixty (60) days following the Separation Date; and (y) the vesting and exercisability of all outstanding stock options and other stock awards that are held by Employee as of immediately prior to the Separation Date, to the extent such awards are subject to time-based vesting requirements, shall be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full, provided that Employee executes and does not revoke the Release.
Termination Without Cause or for Good Reason Following a Change in Control. If the CEO’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the CEO for Good Reason within 24 full calendar months following the Change in Control Date, then the CEO shall be entitled to the following benefits:
Termination Without Cause or for Good Reason Following a Change in Control. (a) If Employee’s employment by the Company is terminated by the Company (or its successor or parent) without Cause (and not due to Disability or death) or by Employee for Good Reason within [ ] months before or within [ ] months immediately following a Change in Control (as defined in the Plan), that constitutes a change in control event described in Treasury Regulation Sections 1.409A-3(i)(5), then: (x) the Company shall pay or provide Employee with the Severance Benefits described in Section 6.1(b) except that the Severance Payment described in Section 6.1(b)(i) shall be paid to Employee in a lump sum, on the first payroll date of the Company that is at least sixty (60) days following the Separation Date; and (y) the vesting and exercisability of all outstanding stock options and other stock awards that are held by Employee as of immediately prior to the Separation Date, to the extent such awards are subject to time-based vesting requirements, shall be accelerated (and lapse, in the case of reacquisition or repurchase rights) in full, provided that Employee executes and does not revoke the Release. Nothing in this Section prohibits the Company or a successor organization (or its parent) from causing such equity awards to earlier terminate pursuant to the terms of the applicable equity plan or award agreements in connection with a Change in Control, merger, acquisition or other similar corporate transaction where such equity awards will terminate and not be assumed by the successor or acquiring entity.
Termination Without Cause or for Good Reason Following a Change in Control. (i) If your employment by the Company is terminated by the Company (or its successor or parent) without Cause (and not due to Disability or death) or by you for Good Reason within twelve (12) months immediately following a Change in Control (as defined below), then the Company shall pay or provide you with the Accrued Obligations and all of the benefits described in Section 8(d) above, subject to compliance with the conditions set forth in Section 8(f); provided that: (x) the Salary Severance Period defined in Section 8(d)(i) shall be increased to a total of eighteen (18) months following the termination date; (y) the COBRA Severance Period defined in Section 8(d)(ii) shall be Page Four increased to a total of eighteen (18) months following the termination date; (z) in lieu of the pro-rata bonus described in Section 8(d)(iii), the Company shall pay you the full Annual Bonus for the performance year in which your termination occurs, payable as a lump sum payment on the Company’s first ordinary payroll date occurring on or after the Release of Claims effective date (namely, the date it can no longer be revoked); and (xx) in lieu of the vesting acceleration described in Section 8(d)(iv), all outstanding unvested equity awards granted to you shall vest pursuant to Section 6 of the Stock Option Agreement (collectively, the “Change In Control Severance Benefits”).
