Common use of Termination without Cause or Resignation for Good Reason in Connection with a Change of Control Clause in Contracts

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason within twelve (12) months following a Change of Control, then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen (18) months of Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) eighteen (18) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a).

Appears in 1 contract

Samples: Ravin Employment Agreement (Rimini Street, Inc.)

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Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or if by Executive resigns for Good Reason within twelve (12) months following Reason, and the termination is In Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to two hundred percent (200%) of the sum of Executive’s annual Base Salary and Executive’s Average Annual Bonus (less applicable tax withholdings); (ii) payout of his pro-rata bonus for the fiscal year of the Company in which termination occurs provided the Company bonus targets are satisfied, such amount to be paid in one lump sum on or before March 15th of the succeeding fiscal year; (iii) each of Executive’s then outstanding unvested equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall fully accelerate and become vested with (and settled within ten (10) days following vesting) respect to one hundred percent (100%) of Executive’s then outstanding unvested equity the shares subject thereto, provided, that the performance criteria of any awards granted pursuant to that would otherwise vest only upon satisfaction of performance criteria shall be deemed achieved at target levels unless the Company’s 2007 Stock Plan applicable grant documents or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen (18) months of Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”)transaction documents provide for a higher amount; and (iiiiv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the group health continuation coverage premiums for Executive (and Executive’s any eligible dependents dependents) under the Consolidated Omnibus Budget Reconciliation Act of 1985Company’s health plans, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents payable when such premiums are due until the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser earlier of (A) eighteen (18) months from the effective date of such termination, or (B) the date upon which Executive and Executive’s eligible dependents are no longer eligible become covered under similar plans. Subject to receive continuation coverage pursuant under COBRA; providedSections 8 and 9, however, that Executive will the accelerated vesting described in subsection (iii) above shall be solely responsible for electing such coverage within effective immediately as of the required time periods. Executive must provide Company with written notice of date on which Executive’s new position within ten separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment described in (10i) business days above shall be made, and commence in the case of starting any such position(iv), or Executive shall forfeit on the remainder later of the Severance Payments to be made pursuant to this Agreement. Any benefits sixtieth (60th) day after Executive’s Separation from Service or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a)the consummation of the Change of Control.

Appears in 1 contract

Samples: Release of Claims Agreement (Autodesk Inc)

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If the Company terminates Executive’s employment is terminated by the Company without Cause Cause, or if Executive resigns for Good Reason Reason, upon the occurrence of, or within the six (6) months following, the effective date of a Change of Control and Executive has not entered into a new employment agreement with the Company’s acquirer or an affiliate thereof, then, in addition to the amounts described in Section 4.5.1, and conditioned upon Executive executing and not revoking the Release within the time periods specified therein, the Company will provide the following separation benefits: (i) the Company will continue Executive’s Base Salary (at the rate in effect as of the termination) for a period of twelve (12) months, beginning on the sixtieth (60th) day following the termination of Executive’s employment with the Company, (ii) if Executive timely elects continued health insurance coverage under COBRA, the Company shall pay the entire premium necessary to continue such coverage for Executive and Executive’s eligible dependents until the conclusion of the time when Executive is receiving continuation of Base Salary payments or until Executive becomes eligible for group health insurance coverage under another employer’s plan, whichever occurs first, provided however that the Company has the right to terminate such payment of COBRA premiums on behalf of Executive and instead pay Executive a lump sum amount equal to the COBRA premium times the number of months following remaining in the specified period if the Company determines in its discretion that continued payment of the COBRA premiums is or may be discriminatory under Section 105(h) of the Internal Revenue Code; (iii) Executive shall be entitled to a Change pro-rata share of Controlthe Annual Bonus for the year in which the termination occurred, then: to be paid when and if such Annual Bonus would have been paid under this Agreement; and (iiv) immediate accelerated vesting of all unvested equity awards, such that, on the effective date of the Release, the Executive shall be vested in one hundred percent (100%) of Executive’s then outstanding unvested all such equity awards granted pursuant awards. The Base Salary payments will be subject to standard payroll deductions and withholdings and will be made on the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen (18) months of Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal regular payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985cycle, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) eighteen (18) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments payments otherwise scheduled to be made pursuant prior to this Agreement. Any benefits or payments provided under this Section 7(b) are the effective date of the Release shall accrue and be paid in lieu of, and not in addition to, any benefits or payments the first payroll period that otherwise might be payable under Section 7(a)follows such effective date.

Appears in 1 contract

Samples: Executive Employment Agreement (Avenue Therapeutics, Inc.)

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or if by Executive resigns for Good Reason within twelve (12) months following Reason, and the termination is in Connection with a Change of Control, then, subject to Section 9, Executive will receive: (i) one hundred percent (100%) continued payment of Executive’s then outstanding unvested equity awards granted pursuant Base Salary for a period of 24 months paid, less applicable withholdings, in installments over the Continuance Period with the first payment to commence on the Company’s 2007 Stock Plan or first payroll date after Release Deadline (and include any other equity incentive plan approved by severance payments that otherwise would have been paid to Executive within the Board shall vest as of the date of such termination/resignation; sixty (ii60) Executive will receive severance benefits in an amount equal to eighteen (18) months of Executive’s Base Salary in the form of salary continuation days following Executive’s termination of employment date), with any remaining payments paid in accordance with the Company’s normal payroll practices for the remainder of the Continuance Period following Executive’s termination of employment (such amount being referred subject to herein any delay as may be required by Section 11), (ii) a lump-sum payment, paid no later than March 15 of the “Severance Payment” and such period over year following the year in which Executive’s termination of employment occurs, equal to twice the average of Executive’s actual bonuses for the two fiscal years immediately preceding the fiscal year in which the Severance Payment is made being referred to herein as the “Severance Period”); and Change of Control occurs, (iii) reimbursement for premiums paid for the group health continuation to continue coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985Company’s Benefit Plans for the Continuance Period, as amended or, if earlier, until Executive is eligible for similar benefits from another employer (“COBRA”) so as provided Executive validly elects to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) eighteen (18) months from the effective date of such terminationcontinue coverage under applicable law), (Biv) except to such greater extent (with respect to performance vesting awards) as may be reflected in the applicable award agreement, 100% vesting of all equity awards then held by Executive, whether granted prior to, on or after the Effective Date, and (v) the date Initial Award Share Restriction shall lapse. In addition, Executive and Executive’s eligible dependents are will have 24 months to exercise stock options and/or stock appreciation rights that have the accelerated vesting described in the preceding sentence. In no longer eligible to receive continuation coverage pursuant under COBRA; providedcase, however, that Executive will shall any equity award be solely responsible for electing such coverage within exercisable after the required time periods. Executive must provide Company with written notice expiration of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a)its term.

Appears in 1 contract

Samples: Employment Agreement (Tibco Software Inc)

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or if Executive resigns terminates voluntarily for Good Reason within twelve (12) months following and the termination is in Connection with a Change of Control, then, subject to Section 8, Executive will receive: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen (18) months continued payment of Executive’s Base Salary for the year in which the form of salary continuation following Executive’s termination of employment occurs (subject to applicable tax withholdings), for twelve (12) months, such amounts to be paid in accordance with the Company’s normal payroll practices policies; (such ii) the payment in an amount being referred equal to herein as 100% of Executive’s Target Annual Incentive for the “Severance Payment” and such period over year in which the Severance Payment is made being referred termination occurs (subject to herein as applicable tax withholdings), such amounts to be paid in accordance with the “Severance Period”)Company’s normal payroll policies over the course of twelve (12) months; (iii) the actual earned cash incentive, if any, payable to Executive for the current year, pro-rated to the date of termination; (iv)100% of Executive’s then outstanding unvested Equity Awards will vest, and (iiiv) reimbursement for premiums paid for continued health benefits for Executive (and any eligible dependents) under the group Company’s health continuation plans until the earlier of (A) twelve (12) months, payable when such premiums are due (provided Executive validly elects to continue coverage premiums for under COBRA), or (B) the date upon which Executive and Executive’s eligible dependents become covered under similar plans. The amount of the Consolidated Omnibus Budget Reconciliation Act cash incentive actually earned and payable under subsection (iii) will be determined by multiplying the Target Annual Incentive by (A) the percentage of 1985, the then current (as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents of the same level first day of benefits to the same extent as in effect on month immediately preceding the date of Executive’s termination through termination) attainment of cash incentive metrics as a percentage of the lesser then current target cash incentive metrics set in the applicable cash incentive plan for the current year (measured in the same manner as used to calculate bonus accrual for financial accounting purposes), the product of (A) eighteen (18) months from the effective date of such termination, which is then (B) multiplied by a fraction with a numerator equal to the number of days inclusive between the start of the current calendar year and the date of termination and a denominator equal to 365. For purposes of clarity, the Compensation Committee of the Board of Directors shall determine, in good faith, the extent to which any cash incentive under subsection (iii) has been earned by Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive its decision will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a)conclusive.

Appears in 1 contract

Samples: George Vonderhaar Employment Agreement (Limelight Networks, Inc.)

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Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or if by Executive resigns for Good Reason within twelve (12) months following Reason, and the termination is In Connection with a Change of Control, then, provided that the termination of Executive’s employment constitutes a Separation from Service, subject to Section 8, Executive will receive: (i) a lump sum payment in an amount equal to two hundred percent (200%) of the sum of Executive’s annual Base Salary and Executive’s Target Annual Bonus (less applicable tax withholdings); (ii) payout of his pro-rata Target Annual Bonus for the fiscal year of the Company in which termination occurs, provided Executive was eligible to receive such bonus in cash, such amount to be paid in one lump sum on or before March 15th of the succeeding fiscal year; (iii) each of Executive’s then outstanding unvested equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall fully accelerate and become vested with (and settled within ten (10) days following vesting) respect to one hundred percent (100%) of Executive’s then outstanding unvested equity the shares subject thereto, provided, that the performance criteria of any awards granted pursuant to that would otherwise vest only upon satisfaction of performance criteria shall be deemed achieved at target levels unless the Company’s 2007 Stock Plan applicable grant documents or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen (18) months of Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”)transaction documents provide for a higher amount; and (iiiiv) if Executive validly elects to continue coverage under COBRA, reimbursement for premiums paid for continued health benefits for the group health continuation coverage premiums for Executive (and Executive’s any eligible dependents dependents) under the Consolidated Omnibus Budget Reconciliation Act of 1985Company’s health plans, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents payable when such premiums are due until the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser earlier of (A) eighteen (18) months from the effective date of such termination, or (B) the date upon which Executive and Executive’s eligible dependents are no longer eligible become covered under similar plans. Subject to receive continuation coverage pursuant under COBRA; providedSections 8 and 9, however, that Executive will the accelerated vesting described in subsection (iii) above shall be solely responsible for electing such coverage within effective immediately as of the required time periods. Executive must provide Company with written notice of date on which Executive’s new position within ten separation agreement and release of claims described in Section 8(a) may be revoked has expired, and any severance payment described in (10i) business days above shall be made, and commence in the case of starting any such position(iv), or Executive shall forfeit on the remainder later of the Severance Payments to be made pursuant to this Agreement. Any benefits sixtieth (60th) day after Executive’s Separation from Service or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a)the consummation of the Change of Control.

Appears in 1 contract

Samples: Andrew Anagnost Employment Agreement (Autodesk, Inc.)

Termination without Cause or Resignation for Good Reason in Connection with a Change of Control. If Executive’s employment is terminated by the Company without Cause or if Executive resigns for Good Reason within twelve (12) months following a Change of ControlControl that occurs more than ninety days following the Effective Date but less than 1096 days following the Effective Date, then: (i) one hundred percent (100%) of Executive’s then outstanding unvested equity awards granted pursuant to the Company’s 2007 Stock Plan or any other equity incentive plan approved by the Board shall vest as of the date of such termination/resignation; (ii) Executive will receive severance benefits in an amount equal to eighteen six (186) months of Executive’s Base Salary in the form of salary continuation following Executive’s termination of employment in accordance with the Company’s normal payroll practices (such amount being referred to herein as the “Severance Payment” and such period over which the Severance Payment is made being referred to herein as the “Severance Period”); and (iii) reimbursement for premiums paid for the group health continuation coverage premiums for Executive and Executive’s eligible dependents under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) so as to provide Executive and Executive’s eligible dependents the same level of benefits to the same extent as in effect on the date of Executive’s termination through the lesser of (A) eighteen six (186) months from the effective date of such termination, (B) the date Executive and Executive’s eligible dependents are no longer eligible to receive continuation coverage pursuant under COBRA; provided, however, that Executive will be solely responsible for electing such coverage within the required time periods. Executive must provide Company with written notice of Executive’s new position within ten (10) business days of starting any such position, or Executive shall forfeit the remainder of the Severance Payments to be made pursuant to this Agreement. Any benefits or payments provided under this Section 7(b) are in lieu of, and not in addition to, any benefits or payments that otherwise might be payable under Section 7(a).

Appears in 1 contract

Samples: Sebastian Grady Employment Agreement (GP Investments Acquisition Corp.)

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