Non-CIC Termination definition
Examples of Non-CIC Termination in a sentence
For purposes of clarity, in the event that, within 3 months after a Qualifying Non-CIC Termination, a Change in Control occurs (resulting in the termination of Executive’s employment with the Company Group constituting a Qualifying CIC Termination), any severance payments and benefits to be provided to Executive under Section 3(b) will be reduced by any amounts that already were provided to Executive under Section 3(a).
A single, lump sum payment equal to 50% of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying Non-CIC Termination occurs, less applicable withholdings.
The Non-CIC Termination Compensation and the CIC Termination Compensation described in this Section 5(c) is intended to supersede any other similar compensation provided by any Company policy, plan or practice.
If Executive terminates the employment relationship for Good Reason (defined below), Executive will be entitled to the Accrued Obligations and the Non-CIC Termination Compensation or CIC Termination Compensation, as applicable and described below, subject to the terms, conditions and restrictions set forth in Section 5(c)(ii).
The Non-CIC Termination Compensation and the CIC Termination Compensation shall, as applicable and in each case, be subject to the terms, conditions and restrictions set forth below in Section 5(c)(ii).
Continuing payments of severance pay at a rate equal to Executive’s Base Salary (as in effect immediately prior to the Qualifying Non-CIC Termination) for six months from the date of the Qualifying Non-CIC Termination, which will be paid in accordance with the Company’s normal payroll practices, subject to Section 8.
Following an Executive’s CIC Termination or Non-CIC Termination, the Executive shall only be entitled to the payments and benefits provided in this Agreement and he shall not be entitled to any other payments or benefits except those required by applicable law or the terms of any employee benefit plan.
The Parties hereto acknowledge that the Non-CIC Termination Compensation and the CIC Termination Compensation, as applicable, to be provided under Section 5(c)(i) is to be provided in consideration for the above-specified Release.
In the event the Executive is terminated pursuant to this Section 5(d), Executive will be entitled to the Accrued Obligations and the Non-CIC Termination Compensation, subject to the terms, conditions and restrictions set forth in Section 5(c)(ii).
If the Change in Control does not constitute a 409A Change in Control, or if the Executive’s CIC Termination occurs prior to the date of the Change in Control, then the severance payment described in Section 2.1.1 shall be paid in the manner described in Section 2.2.1, as if his termination were a Non-CIC Termination (but in the amount set forth in Section 2.1.1).