Termination Without Cause; Resignation for Good Reason; Termination Due to Death or Disability. In the event that (i) the Company terminates Executive's employment without "Cause" (as defined in Section 8(b)), (ii) Executive resigns as a result of "Good Reason" (as defined in Section 8(c)) or (iii) Executive's employment terminates due to his death or "Disability" (as defined in Section 8(d)), then Executive will be entitled to (A) the immediate vesting of the Deferred Compensation Payment and (B) the immediate vesting and release from the Company's Repurchase Right of the Restricted Stock.
Termination Without Cause; Resignation for Good Reason; Termination Due to Death or Disability. In the event that the Company terminates Executive's employment for reasons other than "Cause" (as defined in Section 14) or in the event Executive resigns as a result of "Good Reason" (as defined in Section 14), either of which occur prior to a "Change of Control" (as defined in Section 14) or after twelve (12) months following a Change of Control, then in addition to the benefits Executive may otherwise be entitled pursuant to Section 8, Executive will receive: (i) a lump-sum payment equal to two (2) times his annual Base Salary and Target Bonus, each at the level then in effect, (ii) Company-paid coverage for Executive and Executive's eligible dependents under the Company's "Benefit Plans" (as defined in Section 14) for twenty-four (24) months following such termination, (iii) accelerated vesting as to each outstanding option granted to Executive to purchase Common Stock in an amount equal to the lesser of (A) 50% of the shares subject to each such option at the time of grant (as adjusted for any subsequent stock splits, stock dividends or the like) or (B) the total number of unvested shares subject to each such option at the time of Executive's termination or resignation; and (iv) one year following any such termination or resignation in which to exercise any outstanding stock options to purchase Common Stock. In the event the Executive's employment terminates by reason of death or "Disability" (as defined in Section 14), either of which occur prior to a Change of Control or after twelve (12) months following a Change of Control, then he will only be entitled to receive the benefits described in clauses (ii) through (iv).
Termination Without Cause; Resignation for Good Reason; Termination Due to Death or Disability. If within twelve (12) months following a Change of Control the Company terminates Executive's employment for reasons other than "Cause" (as defined in Section 14) or Executive resigns for "Good Reason" (as defined in Section 14), then in addition to the benefits Executive may otherwise be entitled pursuant to Section 8, Executive will receive: (i) a lump sum payment equal to two (2) times his annual Base Salary and Target Bonus, both at the level in effect immediately prior to his termination date or (if greater) at the level in effect immediately prior to the Change in Control, (ii) Company-paid coverage for Executive and Executive's eligible dependents under the Company's "Benefit Plans" (as defined in Section 14) for thirty-six (36) months following such termination, (iii) immediate vesting of 100% of the shares subject to all outstanding options to purchase the Company's Common Stock, and (iv) two years following such termination or resignation in which to exercise any outstanding options to purchase the Company's Common Stock. In the event the Executive's employment terminates by reason of death or "Disability" (as defined in Section 14) within 12 months following a Change of Control, then he will only be entitled to receive the benefits described in clauses (ii) through (iv) above.
