Termination Without Cause or Resignation for Good Reason During Change in Control Period. If at any time during a Change in Control Period, the Company terminates Executive’s employment without Cause or Executive resigns for Good Reason, provided such termination or resignation constitutes a Separation from Service (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), then subject to Executive’s compliance with the terms of this Agreement and subject to the preconditions set forth in Section 6.5, the Company will provide Executive with the following severance benefits:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Employee’s employment with the Company is terminated by the Company without Cause (and other than as a result of Employee’s death or Disability) at any time during the Change in Control Period, or Employee resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.1, and provided that Employee satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement and the CIIAA, the Company shall instead provide Employee with the following “CIC Severance Benefits”. For the avoidance of doubt: (i) in no event will Employee be entitled to severance benefits under both Section 8.1 and this Section 8.2, and (ii) if the Company has commenced providing Severance Benefits to Employee under Section 8.1 prior to the date that Employee becomes eligible to receive CIC Severance Benefits under this Section 8.2, the Severance Benefits previously provided to Employee under Section 8.1 of this Agreement shall reduce the CIC Severance Benefits provided under this Section 8.2:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event of an Involuntary Termination at any time during the time period commencing three (3) months immediately prior to the effective date of a Change in Control (as defined in the Company’s 2017 Equity Incentive Plan (the “Plan”)) and ending on the date that is twelve (12) months after the effective date of a Change in Control (the “Change in Control Period”), in addition to the payments and benefits described in Section 8.2, and subject in all events to Executive’s compliance with Section 8.4 below, the Executive shall also be entitled to the following severance benefits:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event your employment with the Company is terminated by the Company without Cause (and other than as a result of your death or Disability), or you resign for Good Reason, in either case, at any time during the Change in Control Period (as defined below), then provided such termination constitutes a “separation from service” (as defined under Treasury Regulation Section 1.409A-1(h), without regard to any alternative definition thereunder, a “Separation from Service”), and provided that you satisfy the Release Requirement in Section 9 below and remain in compliance with the terms of this Agreement and the CIIAA, the Company shall instead provide you with the following “CIC Severance Benefits”:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period and provided that Executive satisfies the Release Requirement in Section 9 below, the Executive will receive the following: (i) the Severance Payments described in Section 8.2.1, except that the amount of the pro rata portion of the Annual Bonus will be determined based on his target annual bonus for the year in which Executive’s Separation from Service occurs and the Severance Payments will be paid in a lump sum on the first regular payroll date following the Release Effective Date; (ii) the COBRA Premiums described in Section 8.2.2, except that the COBRA Premium Period shall be extended from twelve (12) months to eighteen (18) months; (iii) notwithstanding anything to the contrary set forth in option agreements, effective as of Executive’s employment termination date, the vesting and exercisability of the Option and any other unvested time-based vesting equity awards then held by Executive shall accelerate and become immediately vested and exercisable, if applicable, by Executive upon such termination and shall remain exercisable, if applicable, following Executive’s termination as set forth in the applicable equity award documents; and (iv) a lump sum payment in an amount equal to his target annual bonus for the year of termination, payable on the first regular payroll date following the Release Effective Date (collectively, the “CIC Severance Benefit”), in each case subject to applicable tax withholding. Notwithstanding the foregoing, if the Company determines, in its sole discretion, that it cannot provide the CIC Severance Benefit in compliance with the Compensation Policy, to the extent permitted by applicable law the Company instead shall adjust the COBRA Premiums as provided in Section 8.2.2 (ii) and pay to Executive a fully taxable cash payment with respect to the remaining CIC Severance Benefit equal to fair value of the CIC Severance Benefit (determined without regard to the COBRA Premiums), subject to applicable tax withholding (the “CIC Substitute Benefit”); provided, however, that the CIC Substitute Benefit shall be reduced, if necessary, so that in no event will the Compensation Limits be exceeded. With respect to any performance-based vesting equity aw...
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event of an Involuntary Termination at any time during the time period commencing three (3) months immediately prior to the effective date of a Change in Control (as defined in the Plan) and ending on the date that is twelve (12) months after the effective date of a Change in Control, in addition to the payments and benefits described in Section 8.2, and subject in all events to Executive’s compliance with Section 8.4 below, then notwithstanding anything to the contrary set forth in the Plan or any successor equity incentive plan or any award agreement, the vesting of all of Executive’s then-outstanding stock awards, including the Initial Option, that are subject to time-based vesting shall be fully accelerated such that on the effective date of such termination one hundred percent (100%) of the shares subject to time-based vesting in such stock awards granted to Executive prior to the effective date of such termination shall be fully vested and immediately exercisable by Executive. Treatment of any performance-based vesting equity awards, including the Performance Option prior to the Vesting Trigger, will be governed solely by the terms of the agreements under which such awards were granted and will not be eligible to accelerate vesting pursuant to the foregoing provision.
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event that, during the Change in Control Period (as defined below), your employment is terminated by the Company without Cause, or you resign for Good Reason, then provided such termination constitutes a Separation from Service, and provided that you remain in compliance with the terms of this Agreement (including the conditions described in Section 8.6 below), the Company shall provide you with the following benefits (the “CIC Severance Benefits”):
Termination Without Cause or Resignation for Good Reason During Change in Control Period. In the event Executive’s employment with the Company is terminated by the Company without Cause (and other than as a result of Executive’s death or disability) at any time during the Change in Control Period or Executive resigns for Good Reason at any time during the Change in Control Period, in lieu of (and not additional to) the Severance Benefits described in Section 8.2, and provided that Executive satisfies the Release Requirement in Section 9 below and remains in compliance with the terms of this Agreement, the Company shall instead provide Executive with the following “CIC Severance Benefits”. For the avoidance of doubt:
Termination Without Cause or Resignation for Good Reason During Change in Control Period. If, at any time before the Separation Date, the Company terminates your employment without Cause (other than due to your death or disability), or you resign your employment for Good Reason, in either case, during the Change in Control Period, then you will be eligible for the Resignation Benefits pursuant to the terms and conditions of Section 4 of this Agreement and the CIC Severance Benefits pursuant to the terms and conditions of Section 8.3 of the Employment Agreement; provided however that you will not be eligible to receive the Severance Benefits pursuant to the terms and conditions of Section 8.2 of the Employment Agreement. For avoidance of doubt, if you receive CIC Severance Benefits under Section 8.3 of the Employment Agreement: (i) if the Company has commenced providing the Resignation Benefits to you prior to the date that you become eligible to receive CIC Severance Benefits under Section 8.3 of the Employment Agreement, the Resignation Benefits previously provided to you shall reduce the CIC Severance Benefits (on a same item for same item basis and by a dollar for dollar basis) provided under Section 8.3 of the Employment Agreement, or (ii) if the Company has not commenced providing the Resignation Benefits to you prior to the date that you become eligible to receive CIC Severance Benefits under Section 8.3 of the Employment Agreement then you will not be eligible to receive the Resignation Benefits.
