Termination in Connection with a Change in Control Clause Example with 10 Variations from Business Contracts

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination Qualified Termination Event occurs during within the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction execution and non-revocation of the Release Requirement, Separation Agreement and Release,... all within the time period set forth in the Separation Agreement and Release, but in no event more than sixty (60) days after the Date of Termination, the Company shall: (a) shall:(a) cause the Applicable Percentage 100% of the outstanding and unvested equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable and vested or nonforfeitable as of the Date of Termination (or the date of the Change in Control, if later); Termination; provided, that the performance conditions applicable to any stock-based outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement agreement. Notwithstanding the foregoing, in the event of a Change in Control where the parties to such Change in Control do not provide for the extent that such assumption, continuation or substitution of equity awards are accelerated as provided herein; (b) pay of the Company, any and all outstanding and unvested equity awards held by the Covered Executive a single lump sum cash shall be subject to Section 3(d) of the Company's 2019 Stock Option and Incentive Plan, as amended from time to time; (b) pay to the Covered Executive an amount equal to 12 months' the sum of (i) 150% of Base Salary. Such amount shall be paid within 30 days after Salary for the Date Tier 1 Executive, 100% of Termination; provided, however, that Base Salary for each Tier 2 Executive and 75% of Base Salary for each Tier 3 Executive plus (ii) 150% for the Tier 1 Executive, 100% for each Tier 2 Executive and 75% for each Tier 3 Executive, of the Covered Executive's annual target bonus in effect immediately prior to the Qualified Termination Event (or the Covered Executive's target bonus in effect immediately prior to the Change in Control, if the 30-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 30-day period; and (c) higher); and(c) if the Covered 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 Covered Executive a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Company for eighteen (18) months for the Tier 1 Executive, twelve (12) months for each Tier 2 Executive and nine (9) months for each Tier 3 Executive, after the Date of Termination, based on the premiums as of the Date of Termination.The amounts payable under Section 7(b) and (c), as applicable, shall be paid out in a lump sum within sixty (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, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, 6supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination a Qualified Termination Event occurs during within the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction execution and non-revocation of the Release Requirement, Separation Agreement and Releas...e, all within the time period set forth in the Separation Agreement and Release, but in no event more than sixty (60) days after the Date of Termination, the Company shall: (a) cause the Applicable Percentage 100% of the outstanding and unvested equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable and vested or nonforfeitable as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at in the Administrator's discretion or to the extent of the target level specified in the terms of the applicable award agreement agreement. Notwithstanding the foregoing, in the event of a Change in Control where the parties to such Change in Control do not provide for the extent that such assumption, continuation or substitution of equity awards are accelerated as provided herein; (b) pay of the Company, any and all outstanding and unvested equity awards held by the Covered Executive a single lump sum cash shall be subject to Section 3(c) of the Company's 2021 Stock Option and Incentive Plan, as amended from time to time; (b) pay to the Covered Executive an amount equal to 12 months' the sum of (i) 150% of Base Salary. Such amount shall be paid within 30 days after Salary for the Date Tier 1 Executive, 100% of Termination; provided, however, that Base Salary for each Tier 2 Executive and 50% of Base Salary for each Tier 3 Executive plus (ii) 150% for the Tier 1 Executive, 100% for each Tier 2 Executive and 50% for each Tier 3 Executive, of the Covered Executive's annual target bonus in effect immediately prior to the Qualified Termination Event (or the Covered Executive's annual target bonus in effect immediately prior to the Change in Control, if the 30-day period begins in one calendar year higher); and ends in a second calendar year, such payment shall be paid in the second calendar year by the last day of such 30-day period; and 6 (c) if the Covered 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 Covered Executive and Covered Executive's eligible dependents a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive and eligible dependents if the Covered Executive had remained employed by the Company. Company for eighteen (18) months for the Tier 1 Executive, twelve (12) months for each Tier 2 Executive and six (6) months for each Tier 3 Executive, after the Date of Termination, based on the premium rates as of the Date of Termination. The amounts payable under Section 7(b) and (c), as applicable, shall be paid out in a lump sum within sixty (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, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the a Covered Executive is terminated (i) by the Company for any reason other than for Cause, or other than by reason of death or disability Disability, or (ii) by the Covered Executive for Good Reason, and and, in each case, such termination occurs during the Change in Control Period, then with respect subject to such Covered Executive, in addition to the Accrued Benefits, subject to his or her Executive's satisfaction of the Release Requirement, the Company shall...: (a) pay the Covered Executive a single lump sum cash amount equal to the sum of (i) 18 months' Base Salary for the Company's Chief Executive Officer and 12 months' Base Salary for any Senior Executive Officer; and (ii) a pro rata target annual bonus for the year in which the Date of Termination occurs to the extent a bonus for such year has not already been paid, based on the number of days in such year prior to the Date of Termination. Such amount shall be paid as soon as reasonably practicable, but not later than 60 days after the Date of Termination; and 5 (b) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then for a period of 18 months for the Company's Chief Executive Officer and 12 months for any Senior Executive Officer following the Date of Termination, or until the Covered Executive becomes covered under a group health plan of another employer, whichever is earlier (the "CIC Coverage Period"), the Company shall provide the Covered Executive, at the Company's sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Covered Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. After the Covered Executive's CIC Coverage Period, if the Covered Executive wishes to continue such COBRA coverage and is eligible therefor, the Covered Executive will be required to pay all requisite premiums for such continued coverage; and (c) cause the Applicable Percentage 100% of the outstanding and unvested equity awards held by the Covered Executive to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied (if at the target level specified all) in accordance with the terms of set forth in the applicable award agreement to the extent that such awards are accelerated as provided herein; (b) pay the Covered Executive a single lump sum cash amount equal to 12 months' Base Salary. Such amount shall be paid within 30 days after the Date of Termination; provided, however, that if the 30-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 30-day period; and (c) if the Covered 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 Covered Executive a monthly cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. agreement. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section Sections 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination a Qualified Termination Event occurs during within the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction execution and non-revocation of the Release Requirement, Separation Agreement and Releas...e, all within the time period set forth in the Separation Agreement and Release, but in no event more than sixty (60) days after the Date of Termination, the Company shall: 5 (a) cause the Applicable Percentage 100% of the outstanding and unvested equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable and vested or nonforfeitable as of the Date of Termination (or the date of the Change in Control, if later); Termination; provided, that the performance conditions applicable to any stock-based outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement agreement. Notwithstanding the foregoing, in the event of a Change in Control where the parties to such Change in Control do not provide for the extent that such assumption, continuation or substitution of equity awards are accelerated as provided herein; (b) pay of the Company, any and all outstanding and unvested equity awards held by the Covered Executive a single lump sum cash shall be subject to Section 3(d) of the Company's 2020 Stock Option and Incentive Plan, as amended from time to time; (b) pay to the Covered Executive an amount equal to 12 months' the sum of (i) 150% of Base Salary. Such amount shall be paid within 30 days after Salary for the Date Tier 1 Executive and 100% of Termination; provided, however, that Base Salary for each Tier 2 Executive plus (ii) 150% for the Tier 1 Executive and 100% for each Tier 2 Executive, of the Covered Executive's annual target bonus in effect immediately prior to the Qualified Termination Event (or the Covered Executive's target bonus in effect immediately prior to the Change in Control, if the 30-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 30-day period; higher); and (c) if the Covered 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 Covered Executive a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Company for eighteen (18) months for the Tier 1 Executive and twelve (12) months for each Tier 2 Executive after the Date of Termination, based on the premiums as of the Date of Termination. The amounts payable under Section 7(b) and (c), as applicable, shall be paid out in a lump sum within sixty (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, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination a Qualified Termination Event occurs during within the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction execution and non-revocation of the Release Requirement, Separation Agreement and Releas...e, all within the time period set forth in the 5 Separation Agreement and Release, but in no event more than sixty (60) days after the Date of Termination, the Company shall: (a) cause the Applicable Percentage 100% of the outstanding and unvested equity awards with time-based vesting held by the Covered Executive to immediately become fully vested, exercisable and vested or nonforfeitable as of the Date of Termination (or the date of the Change in Control, if later); Termination; provided, that the performance conditions applicable to any stock-based outstanding and unvested equity awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement agreement. Notwithstanding the foregoing, in the event of a Change in Control where the parties to such Change in Control do not provide for the extent that such assumption, continuation or substitution of equity awards are accelerated as provided herein; (b) pay of the Company, any and all outstanding and unvested equity awards held by the Covered Executive a single lump sum cash shall be subject to Section 3(d) of the Company's 2021 Stock Option and Incentive Plan, as amended from time to time; (b) pay to the Covered Executive an amount equal to 12 months' the sum of (i) 150% of Base Salary. Such amount shall be paid within 30 days after Salary for the Date Tier 1 Executive and 100% of Termination; provided, however, that Base Salary for each Tier 2 Executive plus (ii) 150% for the Tier 1 Executive and 100% for each Tier 2 Executive, of the Covered Executive's annual target bonus in effect immediately prior to the Qualified Termination Event (or the Covered Executive's target bonus in effect immediately prior to the Change in Control, if the 30-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 30-day period; higher); and (c) if the Covered 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 Covered Executive a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Company for eighteen (18) months for the Tier 1 Executive and twelve (12) months for each Tier 2 Executive, after the Date of Termination, based on the premiums as of the Date of Termination. The amounts payable under Section 7(b) and (c), as applicable, shall be paid out in a lump sum within sixty (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, the amounts shall be paid in the second calendar year no later than the last day of the 60-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the a Covered Executive is terminated (i) by the Company for any reason other than by reason of death, disability, or for Cause, death or disability Cause or (ii) by the Covered Executive for Good Reason, and and, in each case, such termination occurs during the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction of the Release Requirement, the Company shall: (a) cause the Ap...plicable Percentage 100% of the outstanding and unvested equity awards held by the Covered Executive to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied at the higher of the target level specified in the terms of the applicable award agreement to the extent that such awards are accelerated as provided herein; or actual achievement. (b) pay the Covered Executive a single lump sum cash amount equal to 18 months' Base Salary for the Company's Chief Executive Officer, 12 months' Base Salary. Salary for Section 16 Officers, and 9 months' Base Salary for each other Covered Executive. Such amount shall be paid within 30 as soon as reasonably practicable, but not later than 60 days after the Date of Termination; provided, however, that if the 30-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 30-day period; and Termination occurs; 5 (c) if the Covered Executive was participating in the Company's group health plan immediately prior to the Date of Termination and elects COBRA health continuation, then for a period of eighteen months for the Company's Chief Executive Officer, twelve months for Section 16 Officers, and nine months for each other Covered Executive following the date of termination, or until the Covered Executive becomes covered under a group health plan of another employer, whichever is earlier (the "CiC COBRA Coverage Period"), the Company shall provide the Covered Executive, at the Company's sole expense, continued medical, dental and vision insurance benefit coverage in accordance with the provisions of COBRA, provided that the Covered Executive timely executes all necessary COBRA election documentation and remains eligible for COBRA coverage. After the Covered Executive's CiC COBRA Coverage Period, if the Covered Executive wishes to continue such COBRA coverage and is eligible therefor, the Covered Executive will be required to pay to all requisite premiums for such continued coverage; and (d) pay the Covered Executive a monthly single lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that Covered Executive's annual target bonus in effect as of the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Date of Termination. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive CEO is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive CEO for Good Reason, and such termination occurs during the Change in Control Period, then with respect to such Covered Executive, CEO, in addition to the Accrued Benefits, subject to his or her satisfaction of the Release Requirement, the Company shall: (a) cause the Applicable Percentage of the outstanding and unvest...ed equity awards held by the Covered Executive CEO to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement to the extent that such awards are accelerated as provided herein; (b) pay the Covered Executive CEO a single lump sum cash amount equal to 12 18 months' Base Salary. Such amount shall be paid within 30 days after the Date of Termination; provided, however, that if the 30-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 30-day period; and (c) if the Covered Executive CEO 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 Covered Executive CEO a monthly cash payment for (i) 12 18 months, or (ii) the Covered Executive's CEO applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance 5 to the Covered Executive CEO if the Covered Executive CEO had remained employed by the Company. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive the CEO shall not be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive the CEO to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death Terminating Event occurs on or disability or (ii) by the Covered Executive for Good Reason, and such termination occurs during within the Change in Control Period, then the Company shall pay or provide to the Covered Executive any earned but unpaid salary, unpaid expense reimbursements and accrued but unused leave entitlement, if applicable, within the time required by... law but in no event more than thirty (30) days after the Date of Termination. In addition, subject to the execution of a Release by the Covered Executive and the expiration of any revocation period with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction Release within thirty (30) days of the Release Requirement, Date of Termination, the Company shall: (a) if Company equity awards are being assumed or substituted by the successor entity in the Change in Control, cause the Applicable Percentage one hundred (100)% of the outstanding and unvested equity awards held by the Covered Executive to immediately become fully exercisable and vested as of the date of the Covered Executive's Date of Termination (or or Change in Control (if later); provided, that the date performance conditions applicable to the applicable percentage of any stock-based awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the award agreement. Notwithstanding the foregoing, if the outstanding equity awards of the Company held by the Covered Executive are not being assumed, continued or substituted by the successor entity in connection with the Change in Control, then all such equity awards held by the Covered Executive shall become fully vested and exercisable immediately prior to the consummation of the Change in Control, if later); Control; provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement to the extent that such awards are accelerated as provided herein; agreement; 5 (b) pay the Covered Executive a single lump sum cash amount equal to 12 months' (i) twelve (12) months of the Covered Executive's Base Salary. Such amount shall be paid within 30 days after Salary and (ii) 100% of the Covered Executive's annual target bonus in effect immediately prior to the Date of Termination; provided, however, that Termination (or the Covered Executive's target bonus in effect immediately prior to the Change in Control, if higher); and (c) pay a pro-rated portion of the 30-day period begins Covered Executive's annual target bonus in one effect immediately prior to the Date of Termination, with such pro-ration determined based on the number of days elapsed in the calendar year and ends in a second calendar year, such payment shall be paid through the Date of Termination relative to the total number of days in the second calendar year by the last day of such 30-day period; termination; and (c) (d) if the Covered 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 Covered Executive a monthly lump sum cash payment for (i) 12 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. Company, based on the premiums as of the Date of Termination, for (i) twelve (12) months or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier. The amounts payable under Section 6(b), (c) and (d), as applicable, shall be paid out in a lump sum within thirty (30) days after the Date of Termination or Change in Control (if later); provided, however, that if the thirty (30)-day period begins in one calendar year and ends in a second calendar year, the amounts shall be paid in the second calendar year no later than the last day of the thirty (30)-day period. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 6 shall apply in lieu of, and expressly supersede, the provisions of Section 6 5 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 5 and 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination occurs during the Change in Control Period, then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction of the Release Requirement, the Company shall: (a) cause the Applicable Percentage of the outstanding and unvested equity awa...rds held by the Covered Executive to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement to the extent that such awards are accelerated as provided herein; (b) pay the Covered Executive a single lump sum cash amount equal to 12 18 months' Base Salary. Such amount shall be paid within 30 days after the Date of Termination; provided, however, that if the 30-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 30-day period; and (c) if the Covered 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 Covered Executive a monthly cash payment for (i) 12 18 months, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. If the Company determines in its sole discretion that it cannot provide the COBRA benefits contemplated in the first sentence of this Section 7(c) without potentially violating, or being subject to an excise tax under, applicable law (including, without limitation, Section 2716 of the Public Health Service Act), then in lieu of the COBRA benefits contemplated in the first sentence of this Section 7(c), the Company will provide to the Covered Executive the COBRA Replacement Payments, which COBRA Replacement Payments will be made regardless of whether the Covered Executive elects COBRA continuation coverage and will end on the date the Company has paid an amount totaling 18 months of COBRA Replacement Payments. For the avoidance of doubt, the COBRA Replacement Payments may be used for any purpose, including, but not limited, to continuation coverage under COBRA, and will be subject to any applicable withholdings. Notwithstanding anything to the contrary herein, 6 if the Company determines in its sole discretion at any time that it cannot provide the COBRA Replacement Payments without violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Covered Executive will not receive the COBRA Replacement Payments or any further COBRA coverage. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan. View More

Termination in Connection with a Change in Control. In the event the employment of the Covered Tier 1 Executive, a Tier 2 Executive or Tier 3 Executive is terminated (i) by the Company for any reason other than for Cause, death or disability or (ii) by the Covered Executive for Good Reason, and such termination occurs during the Change in Control Period, 5 then with respect to such Covered Executive, in addition to the Accrued Benefits, subject to his or her satisfaction of the Release Requirement, the Company shall: (a) cause the Applicable Perc...entage of the outstanding and unvested equity awards held by the Covered Executive to immediately become fully exercisable and vested as of the Date of Termination (or the date of the Change in Control, if later); provided, that the performance conditions applicable to any stock-based awards subject to performance conditions will be deemed satisfied at the target level specified in the terms of the applicable award agreement to the extent that such awards are accelerated as provided herein; agreement. (b) pay the Covered Executive a single lump sum cash amount equal to 18 months' Base Salary for the Tier 1 Executive and 12 months' Base Salary. Salary for each Tier 2 Executive. Such amount shall be paid within 30 days after the Date of Termination; provided, however, that if the 30-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 30-day period; and (c) if the Covered 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 Covered Executive a monthly cash payment for (i) 18 months for the Tier 1 Executive and 12 months, months for each Tier 2 Executive, or (ii) the Covered Executive's applicable COBRA health continuation period, whichever ends earlier, in an amount equal to the monthly employer contribution that the Company would have 5 made to provide health insurance to the Covered Executive if the Covered Executive had remained employed by the Company. For the avoidance of doubt, the severance pay and benefits provided in this Section 7 shall apply in lieu of, and expressly supersede, the provisions of Section 6 and no Covered Executive shall be entitled to the severance pay and benefits under both Section 6 and 7 hereof. In addition, for the avoidance of doubt, (x) a non-renewal of the Plan does not entitle any Covered Executive to the severance pay and benefits under Section 7 of the Plan and (y) Tier 3 Executives are not eligible for any benefits under Sections 7(b) and 7(c) of the Plan. View More