Change in Control Severance. If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive's employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein.
Change in Control Severance. Except as otherwise set forth herein, if a Change in Control occurs, and on, or at any time during the 24 months following, the Change in Control, (i) the Company terminates Executive’s employment for any reason other than Cause or Disability, or (ii) Executive terminates Executive’s employment for Good Reason, Executive shall be entitled to the following benefits:
Change in Control Severance. If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive’s employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and, subject to Section 9, the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), and 8(c)(6) in a lump-sum no later than sixty (60) days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment, but no later than March 15 of the calendar year immediately following the calendar year of the Termination Date; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein. The foregoing to the contrary notwithstanding, if the Executive is entitled to payments under this Section 8(c) following a Change in Control that does not constitute a “change in the ownership or effective control” of the relevant company or a “change in the ownership of a substantial portion of the assets” of the relevant company, as such terms are used in Code Section 409A(a)(2)(A)(v), then an amount equal to the amount that would have been paid under Section 7(i) had a Change in Control not occurred shall be paid in installments during the twelve (12) month period following the Termination Date, and the remaining amounts described in clause (i) of this Section 8(c) above (reduced by the amount so paid in installments) shall be paid in a lump-sum.
Change in Control Severance. The Corporation will make the payments provided for in this Section 7 if Executive’s Employment is terminated under Section 5 during the term of this Agreement in a manner that constitutes a “separation from service” as that term is defined by Section 409A of the Code, and such termination of Employment occurs either (i) within two years after the date of a Change in Control or (ii) within six months before the date of a Change in Control.
Change in Control Severance. If the Executive’s employment is terminated by the Company during the Employment Period without Cause, or by the Executive for Good Reason, and such termination occurs within two (2) years after the occurrence of a Change in Control (defined below), then the Severance Benefits described in Section 6(e) shall not apply and will not be paid or provided and instead, the Company shall pay or provide, in addition to the Accrued Benefits described in Section 6(d) above, the following Severance Benefits:
Change in Control Severance. If within 12 months following a Change in Control:
Change in Control Severance. Upon the termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason during the two-year period following a Change in Control (a “CIC Termination”), and upon execution of a general release in favor of the Company and substantially in the form attached hereto as Exhibit A (the “Release”) and expiration of any revocation period applicable to the release, the Executive shall be entitled to the payments and benefits set forth in this Section 2.1 and in Section 2.3. In addition, a CIC Termination shall result if the Executive’s employment is terminated prior to a Change in Control and (a) the Executive reasonably demonstrates that the Executive’s employment was terminated without Cause prior to a Change in Control (1) at the request of a Person who has entered into an agreement with the Company the consummation of which will constitute a Change in Control (or who has taken other steps reasonably calculated to effect a Change in Control) or (2) otherwise in connection with or in anticipation of a Change in Control, or (b) the Executive terminates his employment for Good Reason prior to a Change in Control and the Executive reasonably demonstrates that the circumstance(s) or event(s) which constitute such Good Reason occurred (1) at the request of such Person or (2) otherwise in connection with or in anticipation of a Change in Control.
Change in Control Severance. If, during the Term, Executive’s employment with the Company terminates by reason of a Change in Control Termination, in addition to the Accrued Obligations, Executive shall receive the following compensation:
Change in Control Severance. If a Change in Control shall occur and within one (1) year after the date of the occurrence of such Change in Control Executive’s employment is terminated by the Company as a Discharge Without Cause or Executive shall terminate Executive’s employment pursuant to a Resignation for Good Reason (in either case, a “Change in Control Severance”), then subject to Executive’s execution of the Release and in lieu of the benefits otherwise set forth in this Section 4: (i) The Company shall pay Executive within thirty (30) days of the Date of Termination (but not earlier than the date on which the Release becomes irrevocable) a lump sum payment equal to (A) one year of Executive’s annual Base Salary; (B) the Annual Bonus Executive would receive for the year of termination assuming target individual and Company performance; and (C) the one year cost of continued medical, dental and vision benefits (but no other benefits) at the same level as if Executive remained actively employed during the Change in Control severance period, and (ii) all outstanding stock options and other equity incentives issued by the Company to Executive which are subject to vesting over time based on length of service with the Company shall automatically become fully vested when the Release is effective and becomes irrevocable.
Change in Control Severance. If a Change in Control occurs and the Executive experiences a Qualifying Termination during the Termination Period, then subject to Sections 2.c, 3, and 4 and the Executive’s continued compliance with Section 5, in addition to the Accrued Compensation, but in lieu of any other severance or payments or benefits the Executive may be entitled to under any other agreement or arrangement:
