Change in Control Severance Payments Sample Clauses
Change in Control Severance Payments. If a Change in Control occurs and the Executive’s employment with the Company is terminated (x) other than by reason of a Nonqualifying Termination (1) during the Change in Control Termination Period or (2) prior to the Change in Control Termination Period and the Executive reasonably demonstrates that such termination was at the request of a third party who had indicated an intention or taken steps reasonably calculated to effect such Change in Control and who effectuates such Change in Control (or such termination was otherwise in anticipation of such Change in Control) or (y) by the Executive for any reason during the Window Period, then, subject to Section 6 and Section 19 the Company shall pay or provide the Executive (or the Executive’s beneficiary or estate) with the following payments or benefits:
(a) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to the sum of the Accrued Amounts;
(b) a lump-sum cash amount within the calendar year next following the calendar year during which the Date of Termination occurs equal to the Pro-Rata Bonus;
(c) a lump-sum cash amount within thirty (30) days following the Date of Termination (or, if later, the date of the Change in Control) equal to one and one-half times the sum of: (A) the Executive’s highest rate of annual base salary during the 12-month period prior to the Date of Termination; and (B) the greatest of (1) the Executive’s target bonus for the fiscal year in which the Executive’s Date of Termination occurs, (2) the Executive’s target bonus for the fiscal year in which the Change in Control occurs and (3) the average of the actual bonuses earned by the Executive in respect of the two (2) preceding fiscal years of the Company immediately preceding the fiscal year in which the Change in Control occurs;
(d) COBRA continuation coverage pursuant to Section 3(d), except that the Company will pay the portion of the Executive’s COBRA premium equivalent to what the Company would have paid if the Executive were an employee of the Company for a period of up to eighteen (18) months following the Date of Termination instead of for up to twelve (12) months;
(e) with respect to outstanding equity awards held by the Executive as of the Date of Termination, all stock options and stock appreciation rights shall vest and become exercisable and the restrictions on all restricted stock awards, restricted stock units and other equity or...
Change in Control Severance Payments. Change in Control Severance pay in the form of (i) continuation of your base salary at the time of your Covered Termination (but ignoring any decrease that forms the basis of your resignation for Good Reason, if applicable) for a period of fifteen (15) months, subject to required payroll deductions and tax withholdings and (ii) payment of 1.25 times your targeted Performance Bonus prorated to the month of your termination of employment or resignation (collectively, the “Change in Control Severance Payments”). Subject to Section 9, the Change in Control Severance Payments shall be made on the Company’s regular payroll schedule in effect following your termination date, provided, however, that any such payments that are otherwise scheduled to be made prior to the Release Effective Date (as defined below) shall instead accrue and be made on the first regular payroll date following the Release Effective Date.
Change in Control Severance Payments. The Company shall pay Executive a lump—sum amount equal to the sum of (A) (i) three times his Base Salary, if the Change in Control occurred on or before December 31, 2009 or (ii) two times his Base Salary, if the Change in Control occurred on or after January 1, 2010 and (B) any unreimbursed business expenses or other amounts due to Executive from the Company as of the Termination Date; in addition, all stock options, restricted stock awards or other types of equity-based compensation then held by the Executive which were not previously vested or exercised shall become fully vested and/or exercisable.
Change in Control Severance Payments. 6.1 If (i) the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, or (ii) the Executive voluntarily terminates his/her employment for any reason during the one-month period commencing on the first anniversary of the Change in Control, then, in either such case, the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) the Executive's employment is terminated by the Company without Cause prior to a Change in Control (whether or not a Change in Control thereafter occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) the Executive terminates his/her employment for Good Reason prior to a Change in Control (whether or not a Change in Control thereafter occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person, or (iii) the Executive's employment is terminated, after the occurrence of a Potential Change in Control and prior to a Change in Control, by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control which occurs within six months after the issuance of the Notice of Termination in connection with such termination.
(A) In lieu of any further salary payments to the Executive for periods subsequent to the Date of Termination and in lieu of any severance benefit otherwise payable to the Executive, the Company shall pay to the Executive a lump sum severance payment, in cash, equal to three times the sum of (i) the Executive's base salary as in effect immediately prior to the issuance of the Notice of Termination in connection with such termination or, if higher, in effect (1)immediately prior to the Change in Control or (2) immediately prior to the first o...
Change in Control Severance Payments. (a) Upon Executive's involuntary termination of employment without Cause (as defined below) or voluntary termination of employment for Good Reason, within thirteen (13) months of a Change in Control, Executive shall receive the following benefits:
(i) One hundred percent (100%) of Executive's unvested stock option shall become immediately vested and exercisable, and
(A) prior to the first anniversary of the Effective Date, a cash severance payment equal to Executive's then current Base Salary and earned Discretionary Bonus, if any and as determined by the Board in its sole and reasonable discretion, each multiplied by the number of days Executive has been employed by the Company divided by 365, or (B) on or after the first anniversary of the Effective Date, a cash severance payment equal to twelve (12) months of Executive's then current Base Salary and earned Discretionary Bonus, if any and as determined by the Board in its sole and reasonable discretion. Payment of such severance payments shall be subject to standard payroll tax withholdings and deductions.
(b) Executive shall receive no benefits pursuant to this Section 14 until a valid release has been executed by Executive and becomes effective in accordance with Section 16 hereof.
(c) For purposes of this Agreement, Change in Control shall mean any of the following: (i) a sale, lease or other disposition of all or substantially all of the assets of the Company, (ii) a merger or consolidation in which the Company is not the surviving corporation; (iii) a reverse merger in which the Company is the surviving corporation but the shares of common stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (iv) an acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act of 1934, as amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or an affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of Directors.
(d) For the purposes of this Agreement, Cause shall mean: (i) Executive's misconduct or dishonesty that materi...
Change in Control Severance Payments. The Company shall pay Executive a lump–sum amount equal to the sum of (A) two times his Base Salary, if the Change in Control occurred on or before the applicable stated termination date set forth in the first sentence of Section 2, and (B) any unreimbursed business expenses or other amounts due to Executive from the Company as of the Termination Date; in addition, all stock options, restricted stock awards or other types of equity-based compensation then held by the Executive which were not previously vested or exercised shall become fully vested and/or exercisable.
Change in Control Severance Payments