Common use of Qualifying Termination During the Change in Control Period Clause in Contracts

Qualifying Termination During the Change in Control Period. If Managing Director’s service agreement with the Company is terminated as the result of a Qualifying Termination, and the Termination Date occurs on the date of a Change in Control to occur during the Term or before the eighteen (18) month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying Managing Director’s base salary and other compensation earned through the Termination Date, a. pay to Managing Director as severance pay an amount equal to the sum of (i) one hundred fifty percent (150%) of Managing Director’s annualized base salary as of the Termination Date (or Managing Director’s annualized base salary as of immediately prior to a material reduction of such base salary) (the “CIC Severance Payment”), (ii) one hundred fifty percent (150%) of Managing Director’s target annual cash bonus for the fiscal year in which the Termination Date occurs (the “CIC Bonus Payment”), and (iii) one hundred fifty percent (150%) of Managing Director’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of eighteen (18) months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date; and b. pay the Outplacement Payments. c. In addition to the afore-mentioned payments all of the Managing Director’s then-outstanding equity awards under Spire Global’s 2012 Stock Option and Grant Plan, its 2021 Equity Incentive Plan, and any other applicable plan, will accelerate and immediately become fully vested, and the period to exercise any award will become the expiration date of such award, as applicable.

Qualifying Termination During the Change in Control Period. If Managing Director’s service agreement with the Company is terminated as the result of a Qualifying Termination, and the Termination Date occurs on the date of a Change in Control to occur during the Term or before the eighteen (18) month anniversary of such Change in Control (the “Change in Control Period”), then the Company shall, in addition to paying Managing Director’s base salary and other compensation earned through the Termination Date, a. pay to Managing Director as severance pay an amount equal to the sum of (i) one hundred fifty percent (150%) of Managing Director’s annualized base salary as of the Termination Date (or Managing Director’s annualized base salary as of immediately prior to a material reduction of such base salary) (the “CIC Severance Payment”), (ii) one hundred fifty percent (150%) of Managing Director’s target annual cash bonus for the fiscal year in which the Termination Date occurs (the “CIC Bonus Payment”), and (iii) one hundred fifty percent (150%) of Managing Director’s group health insurance coverage with the Company, at the same level of coverage that was in effect as of the Termination Date, for a period of eighteen (18) months (the “CIC Benefits Continuation Payment”), in each case less all legally required and authorized deductions and withholdings, payable in a lump sum on the Company’s first regular payroll date immediately following the Termination Date; and b. pay the Outplacement Payments. c. In addition to the afore-mentioned payments all of the Managing Director’s then-outstanding equity awards under Spire Global’s 2012 Stock Option and Grant Plan, its 2021 Equity Incentive Plan, and any other applicable plan, will accelerate and immediately become fully vested, and – the period to exercise any award will become the expiration date of such award, as applicable.