Termination in Connection with a Change of Control Contract Clauses (25)

Termination in Connection with a Change of Control. In the event that the Executive's employment is terminated by the Employer without Cause or by the Executive for Good Reason, in each case upon or within one (1) year following a Change of Control, if the Executive executes and does not revoke a written Release (as defined below), the Executive shall be entitled to receive, in lieu of any payments under any severance plan or program for employees or executives, the following: (a) the Accrued Obligations, any Accrued Annual Bonus, and any Accrued... PSUs, with such Accrued Obligations, Accrued Annual Bonus, and Accrued PSUs paid regardless of whether the Executive executes or revokes the Release; (b) a cash payment equal to one (1) times the Executive's annual Base Salary as in effect on the Change of Control, payable in a lump sum within 60 days following the Executive's employment termination date; (c) a cash payment equal to the target amount of the Executive's Annual Bonus as described in Section 2(b) for the year in which termination occurs, payable in a lump sum within 60 days following the Executive's employment termination date; (d) reimbursement in cash equal to 100% of the COBRA premiums incurred by the Executive for the Executive and his eligible dependents under the Employer's health plans during the twelve (12) month period following the Executive's termination of employment. Such reimbursement shall be provided on the payroll date immediately following the date on which the Executive remits the applicable premium payment and shall commence within 60 days after the Executive's termination date; provided that the first payment shall include any reimbursements that would have otherwise been payable during the period beginning on the Executive's termination date and ending on the date of the first reimbursement payment. Reimbursement payments shall be treated as taxable compensation to the Executive to the extent required by law; (e) accelerated vesting of the portion of the Option granted pursuant to Section 2(d) that remains unvested as of the date of the Executive's termination of employment, subject to the terms and conditions of the Equity Plan, including, for the avoidance of doubt, the minimum vesting provisions set forth therein, and the applicable grant agreement; and (f) vesting of (i) the PSUs, if any, granted pursuant to Section 2(d) in the fiscal year in which the Executive's termination of employment occurs, based on the target value of such PSUs and (ii) any Achieved PSUs which were granted pursuant to Section 2(d) and are unvested as of the date of the Executive's termination of employment. (g) Notwithstanding the foregoing, if and to the extent required by Section 409A of the Code, if a Change of Control does not constitute a "change in control event" as defined by Section 409A of the Code or the lump sum payment in Section 7(a) would otherwise cause the Executive to incur penalties under Section 409A of the Code, such payment shall not be paid in a lump sum but shall be paid in equal installments in accordance with the payroll practices over the one year period following Executive's termination date. 5 8. Cause. The Employer may terminate the Executive's employment at any time for Cause upon written notice to the Executive, in which event all payments under this Agreement shall cease, except for any Accrued Obligations. View More

Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the "Change of Control Period"), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to twelve (12) months of your then current base salary (without giving any 1 | Page US-DOCS\105988669.1 effect to any reduction thereof which ...may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to twelve (12) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc. ), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the twelve (12) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the twelve (12) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment. View More