Definition of Pre-CIC Termination


Pre-CIC Termination means the termination of a Participant's employment without Cause, provided that both (i) the termination was made in the six (6) month period prior to a Change in Control at the request of a third party in contemplation of a Change in Control, and (ii) the Change in Control occurs. For purposes of paying an amount that is subject to Section 409A of the Code at a time that references a Pre-CIC Termination, Pre-CIC Termination shall mean Separation from Service under these circumstances
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Examples of Pre-CIC Termination in a sentence

For any Participant whose Separation from Service occurs before a Change in Control under circumstances constituting a Pre-CIC Termination, any Base Severance Amount payable under this Plan is reduced by amounts previously paid with respect to Base Salary and annual short term incentive compensation under an Employment Agreement or Separation Plan to the Participant for any period after the Separation from Service.
For any Participant whose Separation from Service occurs before a Change in Control under circumstances constituting a Pre-CIC Termination, any CIC Severance Amount payable under this Plan is reduced by amounts previously paid with respect to Base Salary and annual short term incentive compensation under an Employment Agreement or Separation Plan to the Participant for any period after the Separation from Service.
The CIC Severance Amount is payable on (x) the Executive's Separation from Service date; or (y) for a Pre-CIC Termination, the closing date of the 409A CIC, except that if the Release Consideration and Revocation Period ends on or after December 15 of the calendar year in which the Participant incurs a Separation from Service, the CIC Severance Amount is payable on the first business day in the following calendar year.
A CIC Severance Protection Period shall also include the time period before the occurrence of a Change in Control for Participants who are subject to a Pre-CIC Termination with respect to the affected Participant.
For the avoidance of doubt, if a Pre-CIC Termination occurs, then any unvested portion of the terminated Participant's Equity Awards will remain outstanding until the date that the Change of Control occurs (provided that in no event will the terminated Participant's stock options or similar Equity Awards remain outstanding beyond the Equity Award's maximum term to expiration).