Termination Apart from a Change of Control Clause Samples

Termination Apart from a Change of Control. In the event the ------------------------------------------ Employee's employment terminates for any reason, either prior to the occurrence of a Change of Control or after the two year period following the effective date of a Change of Control, then the Employee shall not be entitled to receive any severance payments under this Agreement. The Employee's benefits will be terminated under the terms of the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on the date of termination or as otherwise determined by the Board of Directors of the Company.

Termination Apart from a Change of Control. If the Executive’s employment with the Company terminates other than as a result of an Involuntary Termination on or within three (3) months before or twelve (12) months after a Change of Control then the Executive shall not be entitled to receive severance or other benefits hereunder.

Termination Apart from a Change of Control. In the event Executive’s employment is terminated for any reason, either prior to the occurrence of a Change of Control or after the eighteen (18) month period following a Change of Control, then Executive shall be entitled to receive severance and any other benefits only as may then be established under the Company’s existing written severance and Benefit Plans, if any, or pursuant to any other written agreements with the Company.

Termination Apart from a Change of Control. If the Employee's employment with the Company terminates as a result of a Regular Involuntary Termination during the term of this Agreement, then the Employee shall be entitled to the following severance benefits: (i) Twelve (12) months of Employee's base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Regular Involuntary Termination; (ii) one hundred percent (100%) of Employee's bonus for the year in which the Regular Involuntary Termination occurs; (iii) all equity awards, including without limitation stock option grants, restricted stock and stock purchase rights, granted by the Company to the Employee shall become fully vested or released from the Company's repurchase right (if any shares of stock purchased by or granted to the Employee remain subject to such repurchase right) and exercisable as of the date of the termination to the extent such equity awards are outstanding and unexercisable or unreleased at the time of such termination, with the right to exercise said equity awards within twelve (12) months of such termination; and (iv) the same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Employee's termination of employment; provided, however, that (A) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (B) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended ("COBRA"), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (C) the date Employee is no longer eligible to receive continuation coverage pursuant to COBRA, or (D) twelve (12) months from the termination date..

Termination Apart from a Change of Control. If the Employee is subject to an Involuntary Termination and Section 3(a) does not apply, then the Employee shall be entitled to the following severance benefits: (i) Six (6) months of Employee’s base salary as in effect as of the date of such termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination; (ii) The vesting of all stock options and shares of restricted stock granted by the Company to the Employee prior to the Termination Date shall be accelerated such that the Employee is vested in the number of stock options and shares of restricted stock as the Employee would have been vested had the Employee’s employment with the Company continued for a period of twelve (12) months following the Involuntary Termination; (iii) The same level of health (i.e., medical, vision and dental) coverage and benefits as in effect for the Employee on the day immediately preceding the day of the Involuntary Termination; provided, however, that (i) the Employee constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal Revenue Code of 1986, as amended; and (ii) Employee elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time period prescribed pursuant to COBRA. The Company shall continue to provide Employee with health coverage until the earlier of (i) the date the Employee is no longer eligible to receive continuation coverage pursuant to COBRA and (ii) six (6) months from the Termination Date.

Termination Apart from a Change of Control. Subject to Sections 4, 7 and 8 below, if the Employee’s employment with the Company is terminated at any time other than as provided in paragraph 2(a), then the Employee shall be entitled to receive severance benefits as follows:

Termination Apart from a Change of Control. If (but without duplication with the provisions set forth above in subsection 4(a)(1)) the Employee’s employment with the Company terminates as a result of an Involuntary Termination, the Employee shall be entitled to severance benefits in the form of twelve (12) months of Employee’s base salary as in effect as of the date of termination, less applicable withholding, payable in a lump sum within thirty (30) days of the Involuntary Termination.

Termination Apart from a Change of Control. In the event Executive’s employment is terminated, either prior to the occurrence of a Change of Control or after the eighteen (18) month period following a Change of Control, (X)(i) Executive terminates his or her employment with the Company (or any parent or subsidiary of the Company) for Good Reason or (ii) the Company (or any parent or subsidiary of the Company) terminates Executive’s employment for other than Cause, and (Y) subject to Section 9(b) providing that Executive signs and does not revoke a standard release of claims with the Company in a form reasonably acceptable to the Company, and then subject to Section 9(c) and Section 9(h), Executive shall receive the following severance from the Company, in addition to any severance and any other benefits only as may then be established under the Company’s existing written severance and Benefit Plans, if any, or pursuant to any other written agreements with the Company:

Termination Apart from a Change of Control. If the Executive’s employment with the Company terminates other than as a result of an Involuntary Termination within the twenty-four (24) months following a Change of Control, then the following provisions shall apply: