Change in Control Severance Benefit Contract Clauses (57)

Grouped Into 3 Collections of Similar Clauses From Business Contracts

This page contains Change in Control Severance Benefit clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Change in Control Severance Benefit. 5.1 Involuntary Termination in Connection with a Change in Control. If, at any time within the Change in Control Determination Period, the Company (or any parent or subsidiary of the Company) terminates such Covered Employee's employment other than for Cause (and, for the sake of clarity, other than due to death or Disability), or such Covered Employee resigns for Good Reason, then, subject to the Covered Employee's compliance with Section 7, the Covered Employee shall receive the following Chan...ge in Control Severance Benefits from the Company: 5.1.1 Cash Severance Benefits. 5.1.1.1 Tier 1 Covered Employee. If the Covered Employee is a Tier 1 Covered Employee, he or she shall be entitled to the sum of (i) 2.0 times the Covered Employee's annualized Base Pay and (ii) 2.0 times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company for a period of twenty-four (24) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service); 5.1.1.2 Tier 2 Covered Employee. If the Covered Employee is a Tier 2 Covered Employee, he or she shall be entitled to the sum of (i) one (1) times the Covered Employee's annualized Base Pay and (ii) one (1) times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company for a period of twelve (12) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service); and 5.1.1.3 Tier 3 Covered Employee. If the Covered Employee is a Tier 3 Covered Employee, he or she shall be entitled to the sum of (i) 0.75 times the Covered Employee's annualized Base Pay and (ii) 0.75 times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company for a period of nine (9) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service). 5.1.2 Continued Medical Benefits. If the Covered Employee, and any Family Members, has coverage on the date of the Covered Employee's Involuntary Termination under a group health plan sponsored by the Company, the Company will pay the total applicable premium cost for continued group health plan coverage under the COBRA, provided that the Covered Employee is eligible for and validly elects to continue coverage under COBRA for the Covered Employee and his Family Members as follows: 5.1.2.1 Tier 1 Covered Employee. For a period of up to twenty-four (24) months; 5.1.2.2 Tier 2 Covered Employee. For a period of up to twelve (12) months; and 5.1.2.3 Tier 3 Covered Employee. For a period of up to nine (9) months. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company may reduce or eliminate its obligations under this Section 5.1.2 to the extent it deems necessary, with no offset or other consideration required, or shall instead pay to the Covered Employee the foregoing monthly amount as a taxable monthly payment for the foregoing COBRA coverage period (or any remaining portion thereof). 5.1.3 Equity Award Accelerated Vesting. One hundred percent (100%) of the Covered Employee's Equity Compensation Awards automatically shall accelerate and all restrictions or repurchase rights applicable thereto shall immediately lapse so as to become fully vested and exercisable effective as of the date of the Covered Employee's Involuntary Termination (or, if later, the date of a Change in Control occurring within sixty (60) days following such Involuntary Termination); provided, however, that in no event will any Equity Compensation Awards that are restricted stock units be settled on a date later than the date that is sixty (60) days following such Involuntary Termination. The period over which such Equity Compensation Awards may be exercised shall be governed by the applicable provisions of the Company's stock plans and related award agreements. In addition, the Covered Employee shall enjoy any additional rights provided under the terms of an Equity Compensation Award, including but not limited to the terms of the Company's Amended and Restated 2011 Stock Incentive Plan or any other Company equity plan. View More Arrow
Found in Ignyta, Inc. contract
Change in Control Severance Benefit. 5.1 Involuntary 4.1. Covered Termination in Connection with a During the Change in Control. Control Period. If, at any time within during the Change in Control Determination Period, the Company (or any parent or subsidiary of the Company) terminates such Covered Employee's employment other than for Cause (and, for the sake of clarity, other than due to death or Disability), or such a Covered Employee resigns for Good Reason, experiences a Covered Termination, then, subject to the Covered Employe...e's compliance with Section 7, 5, the Covered Employee shall receive the following Change in Control Severance Benefits from the Company: 5.1.1 4.1.1. Cash Severance Benefits. 5.1.1.1 Tier 1 The Covered Employee. If Employee shall receive cash severance in an amount equal to the Covered Employee's base salary (as in effect immediately prior to any reduction giving rise to Good Reason, if applicable) for the number of months set forth in the Covered Employee's Participation Agreement. The cash amount shall be paid in a single lump sum payment on the 60th day following the Termination Date. 4.1.2. Target Annual Bonus Entitlement. The Covered Employee will additionally be entitled to a portion of such Covered Employee's target annual bonus (if any), as established by the Board for the year in which the Covered Termination occurs. Such payment shall be in an amount equal to the product of (i) the Covered Employee's target annual bonus (if any) and (ii) the applicable multiplier set forth in the Covered Employee's Participation Agreement. The cash amount shall be paid in a single lump sum payment on the 60th day following the Termination Date. 4.1.3. COBRA Premiums. Provided the Covered Employee is a Tier 1 Covered Employee, he or she eligible for and timely makes the necessary elections for continuation coverage pursuant to COBRA the Company shall be entitled to pay the sum applicable premiums (inclusive of (i) 2.0 times premiums for the Covered Employee's annualized Base Pay and (ii) 2.0 times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company dependents) for a period of twenty-four (24) months such coverage following the date of the Covered Employee's termination Covered Termination for up to the number of employment (or, if required by Section 10, months set forth in the Covered Employee's separation from service); 5.1.1.2 Tier 2 Covered Employee. If the Covered Employee is a Tier 2 Covered Employee, he or she shall be entitled to the sum of (i) one (1) times the Covered Employee's annualized Base Pay and (ii) one (1) times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company for a Participation Agreement (such period of twelve (12) months following months, the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service); and 5.1.1.3 Tier 3 Covered Employee. If the Covered Employee is a Tier 3 Covered Employee, he or she shall be entitled to the sum of (i) 0.75 times the Covered Employee's annualized Base Pay and (ii) 0.75 times the Covered Employee's Target Bonus, paid "COBRA Payment Period") (but in equal installments in accordance with the regular payroll practices of the Company for a period of nine (9) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service). 5.1.2 Continued Medical Benefits. If the Covered Employee, and any Family Members, has coverage on the date of the Covered Employee's Involuntary Termination under a group health plan sponsored by the Company, the Company will pay the total applicable premium cost for continued group health plan coverage under the COBRA, provided that no event after such time as the Covered Employee is eligible for and validly elects to continue coverage under COBRA for a health, dental or vision insurance plan of a subsequent employer or as the Covered Employee and his Family Members as follows: 5.1.2.1 Tier 1 the Covered Employee. For Employee's dependents are no longer eligible for COBRA coverage). The Covered Employee shall notify the Company immediately if the Covered Employee becomes covered by a period health, dental, or vision insurance plan of up to twenty-four (24) months; 5.1.2.2 Tier 2 a subsequent employer or if the Covered Employee. For a period of up to twelve (12) months; and 5.1.2.3 Tier 3 Covered Employee. For a period of up to nine (9) months. Employee's dependents are no longer eligible for COBRA coverage. Notwithstanding the foregoing, in the event that if at any time the Company determines, in its sole discretion, that the Company it cannot provide the foregoing COBRA premium benefits in a manner that is exempt from Section 409A (as defined below) without potentially incurring financial costs or that is otherwise compliant with penalties under applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of paying COBRA premiums on the Covered Employee's behalf, the Company may reduce or eliminate its obligations under this Section 5.1.2 will instead pay such Covered Employee on the last day of each remaining month of the COBRA Payment Period a fully taxable cash payment equal to the extent it deems necessary, with no offset or other consideration required, or shall instead pay COBRA premium for that month, subject to applicable tax withholding (such amount, the "Special Severance Payment"), such Special Severance Payment to be made without regard to the Covered Employee the foregoing monthly amount as a taxable monthly payment for the foregoing Employee's election of COBRA coverage period (or any remaining portion thereof). 5.1.3 or payment of COBRA premiums and without regard to such Covered Employee's continued eligibility for COBRA coverage during the COBRA Payment Period. Such Special Severance Payment shall end upon expiration of the COBRA Payment Period. 4.1.4. Equity Award Accelerated Vesting. One hundred percent (100%) Each of the Covered Employee's Equity Compensation Awards automatically then outstanding equity awards, including awards that would otherwise vest only upon satisfaction of performance criteria, shall accelerate and all restrictions or repurchase rights applicable thereto shall immediately lapse so as to become fully vested and exercisable as to 100% of the unvested shares subject to the equity award, except any award granted after the Effective Date that explicitly overrides this provision in writing. Subject to Section 5, the accelerated vesting described in this paragraph shall be effective as of the date Termination Date. For purposes of this Section 4.1.4, any equity awards subject to performance-based vesting shall accelerate based on target performance. Notwithstanding anything herein to the Covered Employee's Involuntary Termination (or, if later, contrary, nothing in the date of a Change in Control occurring within sixty (60) days following such Involuntary Termination); provided, however, that in no event will any Equity Compensation Awards that are restricted stock units be settled on a date later than the date that is sixty (60) days following such Involuntary Termination. The period over which such Equity Compensation Awards may be exercised Plan shall be governed by the applicable provisions of limit the Company's stock plans and related award agreements. In addition, the Covered Employee shall enjoy any additional rights provided under the terms ability to accelerate vesting and/or exercisability of an Equity Compensation Award, including but not limited outstanding equity awards pursuant to the terms of the Company's Amended and Restated 2011 Stock Incentive Plan applicable equity incentive plan of the Company. In order to give effect to the intent of the foregoing provision, notwithstanding anything to the contrary set forth in the applicable equity incentive plan of the Company or the applicable equity award agreements that provide that any other Company then unvested portion of the Covered Employee's award will immediately expire upon such Covered Employee's termination of service, such Covered Employee's equity plan. awards shall remain outstanding following such Covered Employee's Covered Termination to give effect to such acceleration as necessary. View More Arrow
Found in Taysha Gene Therapies, Inc. contract
Change in Control Severance Benefit. 5.1 Involuntary 4.1Involuntary Termination in Connection with a Change in Control. If, at any time within the Change in Control Determination Period, (i) a Covered Employee terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason, or (ii) the Company (or any parent or subsidiary of the Company) terminates such Covered Employee's employment other than for Cause (and, for the sake of clarity, other than due to death or Disability), or such Cove...red Employee resigns for Good Reason, Cause, then, subject to the Covered Employee's compliance with Section 7, 6, the Covered Employee shall receive the following Change in Control Severance Benefits from the Company: 5.1.1 Cash 4.1.1Cash Severance Benefits. 5.1.1.1 Tier 1 Covered Employee. If the A Covered Employee is a Tier 1 Covered Employee, he or she shall be entitled to the a lump sum of (i) 2.0 payment in cash equal to (a) two (2) times the Covered Employee's annualized Base Pay and (ii) 2.0 Pay, plus (b) an amount equal to two (2) times the Covered Employee's Target Bonus, paid in equal installments in accordance with target cash bonus for the regular payroll practices year of the Company for a period of twenty-four (24) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service); 5.1.1.2 Tier 2 Covered Employee. If the Covered Employee is a Tier 2 Covered Employee, he or she shall be entitled to the sum of (i) one (1) times the Covered Employee's annualized Base Pay and (ii) one (1) times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company for a period of twelve (12) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service); and 5.1.1.3 Tier 3 Covered Employee. If the Covered Employee is a Tier 3 Covered Employee, he or she shall be entitled to the sum of (i) 0.75 times the Covered Employee's annualized Base Pay and (ii) 0.75 times the Covered Employee's Target Bonus, paid in equal installments in accordance with the regular payroll practices of the Company for a period of nine (9) months following the date of the Covered Employee's termination of employment (or, if required by Section 10, the Covered Employee's separation from service). 5.1.2 Continued termination. 4.1.2Continued Medical Benefits. If the Covered Employee, and any Family Members, spouse and/or dependents of the Covered Employee ("Family Members"), has coverage on the date of the Covered Employee's Involuntary Termination under a group health plan sponsored by the Company, the Company will pay the total applicable premium cost for continued group health plan coverage under the COBRA, Consolidated Omnibus Budget Reconciliation Act of 1986, 29 U.S.C. Sections 1161-1168; 26 U.S.C. Section 4980B(f), as amended, and all applicable regulations (referred to collectively as "COBRA"), provided that the Covered Employee is eligible for and validly elects to continue coverage under COBRA for the Covered Employee and his Family Members as follows: 5.1.2.1 Tier 1 Covered Employee. For for a period of up to twenty-four (24) months; 5.1.2.2 Tier 2 Covered Employee. For a period of months for the Chief Executive Officer (provided that, to the extent the Chief Executive Officer and his Family Members are eligible for continued coverage under COBRA for only eighteen (18) months, the Company will be obligated to pay such cost only for such eighteen (18) month period) and up to twelve (12) months; and 5.1.2.3 Tier 3 months for any other Covered Employee. For a period of up to nine (9) months. Notwithstanding the foregoing, in the event that the Company determines, in its sole discretion, that the Company cannot provide the foregoing benefits in a manner that is exempt from Section 409A (as defined below) or that is otherwise compliant with applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company may reduce or eliminate its obligations under this Section 5.1.2 to the extent it deems necessary, with no offset or other consideration required, or shall instead pay to the Covered Employee the foregoing monthly amount as a taxable monthly payment for the foregoing COBRA coverage period (or any remaining portion thereof). 5.1.3 Equity 4.1.3Equity Award Accelerated Vesting. One hundred percent (100%) of the each Covered Employee's Equity Compensation Awards automatically shall accelerate and all restrictions or repurchase rights applicable thereto shall immediately lapse so as to become fully vested and exercisable effective as of the date of the Covered Employee's Involuntary Termination (or, if later, the date of a Change in Control occurring within sixty (60) days following such Involuntary Termination); provided, however, that in no event will any Equity Compensation Awards that are restricted stock units be settled on a date later than the date that is sixty (60) days following such Involuntary Termination. exercisable. The period over which such Equity Compensation Awards may be exercised shall be governed by the applicable provisions of the Company's stock plans and related award agreements. In addition, the Covered Employee shall enjoy any additional rights provided under the terms of an Equity Compensation Award, including but not limited to the terms of the Company's Amended and Restated 2011 2016 Stock Incentive Plan Plan, 2007 Stock Incentive Plan, or any other Company equity plan. plans (collectively, the "Equity Plans"); provided that, (i) in the event an Equity Plan or an Equity Compensation Award provides less favorable time-based vesting than this Plan, this Plan shall control and (ii) in the event of any other conflict between this Plan and an Equity Plan or an Equity Compensation Award, such Equity Plan or Equity Compensation Award shall control. 4 4883-2460-1861.2 sf-4645817 4.1.4Outplacement Assistance. The Covered Employee shall be entitled to transitional outplacement benefits in accordance with the policies and guidelines of the Company as in effect immediately prior to the Change in Control. View More Arrow
Found in MCGRATH RENTCORP contract
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Change in Control Severance Benefit. 6.1 Upon a Qualifying Event, subject to the provisions of the Plan, the Participant shall receive the following benefits: (a)A cash amount equal to the participant's Base Salary multiplied by the applicable Severance Multiple; (b)A cash amount equal to the Participant's Reference Bonus multiplied by the applicable Severance Multiple; (c)Any unpaid annual bonus for any completed performance year immediately preceding the year in which the Qualifying Event occurs, notwithstanding anything to the c...ontrary in an applicable plan or award document; and (d) (i)A prorated target annual bonus (as in effect as of the Change in Control Date) for the year of termination if the termination of employment occurs during the calendar year in which the Change in Control occurs; or (ii)The greater of (x) the prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, if the termination of employment occurs in a calendar year following the calendar year in which the Change in Control occurs. The amounts payable pursuant to Sections 6.1(a), (b), (c) and (d) shall be made in a cash lump sum on the 60th day following the Date of Separation (the "Payment Date"), provided that the Participant executes the Release and the Release becomes effective and irrevocable in its entirety prior to such date. If the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation, the Company shall have no obligation to make any payments or provide benefits pursuant to this Plan. 6.2Benefits Payment. In addition, upon a Qualifying Event, the Participant (and his or her eligible dependents) shall be entitled to continued participation in AAM's medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for the twenty four-month (24) period immediately following the Participant's termination of employment (the "Benefit Continuation"). In the event that such Benefit Continuation is not permitted or advisable or the Company, in its sole discretion, elects, in lieu of Benefit Continuation, the Company shall pay to the Participant an amount (in the Company's determination) equal to the value of the Benefit Continuation in three separate semi-annual installments, with the first payment being made on the Payment Date. Any obligation to provide Benefit Continuation or payment in lieu of such Benefit Continuation, shall cease upon the Participant becoming eligible to receive group health benefits under a program of a subsequent employer or in the event that the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. For the avoidance of doubt, the Participant (and his or her eligible dependents) shall be responsible for paying all employee contributions, deductibles and other cost sharing items under such plans. Nothing in this Section 6.2 shall be construed to impair or reduce a Participant's rights under COBRA or other applicable law. 6.3Outplacement Services. In addition, upon a Qualifying Event, the Participant shall be entitled to reimbursement for outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the twenty four-month (24) period immediately following the Participant's termination of employment, subject to a maximum amount of $30,000; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice. Any obligation to provide such reimbursement shall cease in the event that the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. 6.4General. Nothing in this Section 6 shall be construed to impair or reduce a Participant's right to any other accrued but unpaid compensation or benefits nor create a right or entitlement to any additional senior executive retirement benefit. 6.5Legal Fees. The Company shall pay all legal fees on a current basis as incurred by a Participant in connection with the Participant's enforcement of his or her rights under the Plan; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided, however, that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Participant's claims were entirely without merit or frivolous, the Participant shall repay all legal fees paid by the Company on the Participant's behalf. View More Arrow
Found in American Axle & Manufacturing Holdings, Inc. contract
Change in Control Severance Benefit. 6.1 Upon a Qualifying Event, subject to the provisions of the Plan, the Participant shall receive the following benefits: (a)A cash amount equal to the participant's Base Salary multiplied by the applicable Severance Multiple; (b)A cash amount equal to the Participant's Reference Bonus multiplied by the applicable Severance Multiple; (c)Any unpaid annual bonus for any completed performance year immediately preceding the year in which the Qualifying Event occurs, notwithstanding anything to the c...ontrary in an applicable plan or award document; and (d) (i)A prorated target annual bonus (as in effect as of the Change in Control Date) for the year of termination if the termination of employment occurs during the calendar year in which the Change in Control occurs; or (ii)The greater of (x) the prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, if the termination of employment occurs in a calendar year following the calendar year in which the Change in Control occurs. The amounts payable pursuant to Sections 6.1(a), (b), (c) and (d) shall be made in a cash lump sum on the 60th day following the Date of Separation (the "Payment Date"), provided that the Participant executes the Release and the Release becomes effective and irrevocable in its entirety prior to such date. If the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation, the Company shall have no obligation to make any payments or provide benefits pursuant to this Plan. 6.2Benefits Plan.2.Benefits Payment. In addition, upon a Qualifying Event, the Participant (and his or her eligible dependents) shall be entitled to continued participation in AAM's the Company's medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for the twenty four-month (24) period immediately following the Participant's termination of employment (the "Benefit Continuation"). In the event that such Benefit Continuation is not permitted or advisable or the Company, in its sole discretion, elects, in lieu of Benefit Continuation, the Company shall pay to the Participant an amount (in the Company's determination) equal to the value of the Benefit Continuation in three separate semi-annual installments, with the first payment being made on the Payment Date. Any obligation to provide Benefit Continuation or payment in lieu of such Benefit Continuation, shall cease upon the Participant becoming eligible to receive group health benefits under a program of a subsequent employer or in the event that the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. For the avoidance of doubt, the Participant (and his or her eligible dependents) shall be responsible for paying all employee contributions, deductibles and other cost sharing items under such plans. Nothing in this Section 6.2 shall be construed to impair or reduce a Participant's rights under COBRA or other applicable law. 6.3Outplacement Services. In addition, upon a Qualifying Event, the Participant shall be entitled to reimbursement for outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the twenty four-month (24) period immediately following the Participant's termination of employment, subject to a maximum amount of $30,000; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice. Any obligation to provide such reimbursement shall cease in the event that the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. 6.4General. Nothing in this Section 6 shall be construed to impair or reduce a Participant's right to any other accrued but unpaid compensation or benefits nor create a right or entitlement to any additional senior executive retirement benefit. 6.5Legal Fees. The Company shall pay all legal fees on a current basis as incurred by a Participant in connection with the Participant's enforcement of his or her rights under the Plan; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided, however, that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Participant's claims were entirely without merit or frivolous, the Participant shall repay all legal fees paid by the Company on the Participant's behalf. View More Arrow
Found in American Axle & Manufacturing Holdings, Inc. contract
Change in Control Severance Benefit. 6.1 Upon a Qualifying Event, termination of a Participant's employment by the Company without Cause or a resignation by the Participant for Good Reason during the two (2)-year period commencing on the Change in Control Date, subject to the provisions of the Plan, the Participant shall receive the following benefits: (a)A (a) A cash amount equal to the participant's Base Salary multiplied by the applicable Severance Multiple; (b)A (b) A cash amount equal to the Participant's Reference Bonus multi...plied by the applicable Severance Multiple; (c)Any unpaid annual bonus for any completed performance year immediately preceding the year in which the Qualifying Event occurs, notwithstanding anything to the contrary in an applicable plan or award document; and (d) (i)A prorated target annual bonus (as in effect as of the Change in Control Date) for the year of termination (c) (i) if the termination of employment occurs during the calendar year in which the Change in Control occurs; or (ii)The greater of (x) the occurs, a prorated target annual bonus for the year of termination or (y) the prorated target annual bonus for the year in which the Change in Control occurred, and (ii) if the termination of employment occurs in a calendar year following the calendar year in which the Change in Control occurs. occurs, a prorated annual bonus for the year of termination paid at the same time and in the same form as annual bonuses are paid to active employees generally based on actual performance in respect of the performance year; provided, however, that all individual performance goals shall be deemed attained at 100%. 4 The amounts payable pursuant to Sections 6.1(a), (b), (c) (b) and (d) (c)(i) shall be made in a cash lump sum on the 60th day following the Date of Separation (the "Payment Date"), provided that the Participant executes the Release and the Release becomes effective and irrevocable in its entirety prior to such date. If the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation, the Company shall have no obligation to make any payments or provide benefits pursuant to this Plan. 6.2Benefits 6.2 Benefits Payment. In addition, upon a Qualifying Event, termination of a Participant's employment by the Company without Cause or a resignation by the Participant (and his or her eligible dependents) shall be entitled to continued participation for Good Reason during the two (2)-year period commencing on the Change in AAM's medical, dental and vision plans, as in effect from time to time, at then-existing participation and coverage levels, for the twenty four-month (24) period immediately following the Participant's termination of employment (the "Benefit Continuation"). In the event that such Benefit Continuation is not permitted or advisable or the Company, in its sole discretion, elects, Control Date, in lieu of Benefit Continuation, benefits continuation, the Company shall pay to the Participant an amount (in the Company's determination) equal to the value of the Benefit Continuation in three separate semi-annual installments, with the first payment being made on the Payment Date. Any obligation to provide Benefit Continuation or Date, a lump-sum cash payment in lieu of such Benefit Continuation, shall cease upon the Participant becoming eligible to receive group health benefits under a program of a subsequent employer or in the event that the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. For the avoidance of doubt, the Participant (and his or her eligible dependents) shall be responsible for paying all employee contributions, deductibles and other cost sharing items under such plans. amount set forth on Exhibit B. Nothing in this Section 6.2 shall be construed to impair or reduce a Participant's rights under COBRA or other applicable law. 6.3Outplacement Services. In addition, upon a Qualifying Event, the Participant shall be entitled to reimbursement for outplacement service costs incurred (which shall include appropriate itemization and substantiation of expenses incurred) within the twenty four-month (24) period immediately following the Participant's termination of employment, subject to a maximum amount of $30,000; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice. Any obligation to provide such reimbursement shall cease in the event that the Release does not become effective and irrevocable prior to the 60th day following the Date of Separation or the Participant breaches the Restrictive Covenant, except as otherwise provided by law. 6.4General. Nothing in this Section 6 shall be construed to impair or reduce a Participant's right to any other accrued but unpaid compensation or benefits nor create a right or entitlement to any additional senior executive retirement benefit. 6.5Legal 6.3 Legal Fees. The Company shall pay all legal fees on a current basis as incurred by a Participant in connection with the Participant's enforcement of his or her rights under the Plan; provided that such claims for reimbursement are submitted to the Company within 90 days following the date of invoice; provided, however, that in the event a court of competent jurisdiction holds in a final, non-appealable decision that all of the Participant's claims were entirely without merit or frivolous, the Participant shall repay all legal fees paid by the Company on the Participant's behalf. Plan. View More Arrow
Found in Chefs' Warehouse, Inc. contract
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Change in Control Severance Benefit. The provisions of this Section 3 are intended to assure and encourage in advance the Executive's continued attention and dedication to his or her assigned duties and his or her objectivity during the pendency and after the occurrence of a Change in Control. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 2 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 3 months before or 12 months ...after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control (provided that any obligation to satisfy payment obligations thereafter shall remain in effect until all such payments are made). (a) Change in Control Benefits. If, during the Term, upon or within 3 months before or 12 months after a Change in Control, the Executive's employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason (each a "Terminating Event"), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to twelve (12) months of the Executive's base salary in effect on the date of the Terminating Event (or the Executive's annual base salary in effect immediately prior to the Change in Control, if higher); (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; (iii) if the Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then the Company shall pay to the Executive a monthly cash payment for 12 months or the Executive's COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have made to provide health insurance to the Executive if the Executive had remained employed by the Company; and 2 (iv) the amounts payable under this Section 3(a) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 60-day period. View More Arrow
Found in Eventbrite, Inc. contract
Change in Control Severance Benefit. The provisions of this Section 3 are intended to assure and encourage in advance the Executive's continued attention and dedication to his or her assigned duties and his or her objectivity during the pendency and after the occurrence of a Change in Control. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 2 regarding severance pay and benefits upon a termination of employment, if such termination of employment occurs within 3 months before or 12 months ...after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 12 months after the occurrence of a Change in Control (provided that any obligation to satisfy payment obligations thereafter shall remain in effect until all such payments are made). (a) Treatment of Equity Awards with Performance-Based Vesting. Upon a Change in Control during the Term, any equity award with performance-based vesting held by the Executive shall be deemed earned based on, and to the extent of, the actual achievement of the applicable performance metric as of the Change in Control, but the shares deemed earned shall remain subject to time-based cliff vesting at the end of the remaining performance measurement period. (b) Change in Control Benefits. If, during the Term, upon or within 3 months before or 12 months after a Change in Control, the Executive's employment is terminated by the Company for any reason other than for Cause, Disability or death, or if the Executive terminates his or her employment for Good Reason (each a "Terminating Event"), then, subject to the signing of the Separation Agreement and Release by the Executive and the Separation Agreement and Release becoming irrevocable, all within 60 days after the Date of Termination: 3 (i) the Company shall pay the Executive a lump sum in cash in an amount equal to twelve (12) months 150% of the sum of (A) the Executive's annual base salary in effect on the date of the Terminating Event (or the Executive's annual base salary in effect immediately prior to the Change in Control, if higher); higher) plus (B) the Executive's Target Variable Cash Compensation; (ii) all equity awards held by the Executive shall immediately accelerate and become fully vested, exercisable (if applicable) and nonforfeitable; (iii) if the Executive was participating in the Company's group health plan immediately prior to for a period of 18 months following the Date of Termination and elects COBRA or until the Executive becomes covered under a group health continuation, then plan of another employer, whichever is earlier (the "COBRA Coverage Period"), the Company shall provide the Executive, and his or her eligible dependents, at the Company's sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. To the extent that such benefit coverage constitutes a taxable benefit to the Executive, the Executive shall be responsible for such tax obligation and the Company shall not be required to pay any tax gross-up amount. COBRA election documentation will be sent to the Executive a monthly cash payment for 12 months or after the Executive's Date of Termination. After the Executive's COBRA health continuation period, whichever ends earlier, in an amount equal Coverage Period, if the Executive wishes to continue such COBRA coverage and is eligible therefor, the monthly employer contribution that Executive will be required to pay all requisite premiums for such continued coverage; (iv) the Company would have made to shall provide health insurance executive-level outplacement assistance to the Executive if for a period of 18 months following the Executive had remained employed by Date of Termination; and (v) the Company; and 2 (iv) the amounts amount payable under this Section 3(a) 3(b)(i) shall be paid or commence to be paid within 60 days after the Date of Termination; provided, however, that if the 60-day period begins in one calendar year and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 60-day period. View More Arrow
Found in Citrix Systems contract
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