Common use of Covered Termination During a Change in Control Period Clause in Contracts

Covered Termination During a Change in Control Period. 2.1 If you experience a Covered Termination during a Change in Control Period, then, subject to (i) you delivering to the Company an executed Settlement Agreement that becomes effective and irrevocable in accordance with paragraph 9.1 below, or such shorter period of time specified by the Company, following such Covered Termination and (ii) your continued compliance with clauses 16, 17 and 21 of the Contract, then in addition to any accrued but unpaid salary, benefits, holiday and expense reimbursements through the Covered Termination Date payable in accordance with applicable law, the Company shall provide you with the following: 2.1.1 The Company shall pay you an amount equal to the sum of (i) your annual base salary at the rate in effect immediately prior to the Covered Termination Date during the period of time commencing on the Covered Termination Date and ending on the twelve (12)-month anniversary thereof and (ii) your target annual bonus assuming achievement of performance goals at one hundred percent (100%) of target, payable in a cash lump sum, less applicable withholdings, on the first payroll date following the date the Settlement Agreement becomes effective and irrevocable in accordance with paragraph 9.1 below. 2.1.2 Each outstanding and unvested equity award held in the Company that vests solely based on the passage of time held by you as of the Covered Termination Date shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse with respect to one percent (100%) of the ordinary shares of the Company subject thereto, as of immediately prior to the Covered Termination Date.

Covered Termination During a Change in Control Period. 2.1 If you experience a Covered Termination during a Change in Control Period, then, subject to (i) you delivering to the Company an executed Settlement Agreement that becomes effective and irrevocable in accordance with paragraph 9.1 below, or such shorter period of time specified by the Company, following such Covered Termination and (ii) your continued compliance with clauses 16, 17 and 21 of the Contract, then in addition to any accrued but unpaid salary, benefits, holiday and expense reimbursements through the Covered Termination Date payable in accordance with applicable law, the Company shall provide you with the following: 2.1.1 The Company shall pay you an amount equal to the sum of (i) your annual base salary at the rate in effect immediately prior to the Covered Termination Date during the period of time commencing on the Covered Termination Date and ending on the twelve eighteen (12)-month 18)-month anniversary thereof and (ii) your target annual bonus assuming achievement of performance goals at one hundred percent (100%) of target, payable in a cash lump sum, less applicable withholdings, on the first payroll date following the date the Settlement Agreement becomes effective and irrevocable in accordance with paragraph 9.1 below. 2.1.2 Each outstanding and unvested equity award held in the Company that vests solely based on the passage of time held by you as of the Covered Termination Date shall automatically become vested and, if applicable, exercisable and any forfeiture restrictions or rights of repurchase thereon shall immediately lapse with respect to one percent (100%) of the ordinary shares of the Company subject thereto, as of immediately prior to the Covered Termination Date.