Example ContractsClausescovered termination unrelated to change in controlVariants
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Change of Control; Termination on Account of Change of Control. As set out above, in the event of a Change of Control, 100% of the Option and RSUs will become vested and exercisable. This provision supersedes any conflicting provisions relating to vesting upon a Change of Control stipulated in the Stock Option Plan and Share Unit Plan, respectively. In the event Employee’s employment is terminated without Cause or by Employee for Good Reason within 12 months following a Change of Control, Employee shall be entitled to receive # Earned Pay, # two times (2x) the amount of Severance Pay, # two times (2x) the amount of the COBRA Cash Stipend and # the Employee’s full bonus for the prior calendar year if it has not yet been paid and the Employee’s full bonus for the current calendar year. ((ii) – # collectively, the “Change of Control Severance Pay”). The Change of Control Severance Pay shall be paid in a lump sum payment within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in Section 5.3 of this Agreement. In the event the sixty (60) day time period spans two (2) calendar years, the lump sum payment will be made in the second calendar year. The Earned Pay shall be paid in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, at all times, the conditions described in Section 5.3, Section 5.4, Article IV and Article VI to receive the Change of Control Severance Pay following Employee’s termination of employment. Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenants set forth in Article IV, Employee shall repay all Severance Pay paid to Employee following the cessation of Employee’s employment with the Company.

Qualifying Termination Following Change of Control; Termination on Account of Change ofin Control. As set out above, in the event of a Change of Control, 100% of the Option and RSUs will become vested and exercisable. This provision supersedes any conflicting provisions relating to vesting upon a Change of Control stipulated in the Stock Option Plan and Share Unit Plan, respectively. In the event Employee’s employment is terminated without Causethe Employee involuntarily ceases to be an employee of the Employer following a Change in Control for any reason other than a termination for Cause, or by Employeevoluntarily ceases to be an employee due to a Termination for Good Reason within 12 months following a Change ofin Control, Employeethen the RSUs covered by this Agreement, and any dividend equivalents with respect thereto, shall be entitled to receive # Earned Pay, # two times (2x)immediately vest (without proration based on the amount of Severance Pay, # two times (2x) the amountportion of the COBRA Cash Stipendvesting period elapsed prior to such termination) and # the Employee’s full bonus for the prior calendar year if it has not yet been paid and the Employee’s full bonus for the current calendar year. ((ii) – # collectively, the “Change of Control Severance Pay”). The Change of Control Severance Pay shall be paid in a lump sum payment within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in Section 5.3 of this Agreement. In the event the sixty (60) day time period spans two (2) calendar years, the lump sum payment will be made in the second calendar year. The Earned Pay shall be paidcash in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the Employee Benefit Plans and vested RSUs and options shall be paid in accordance with the terms[Section 22(f)] of the governing plan documents and agreements. Employee must satisfy, at all times,Plan within 60 days following the conditions described in Section 5.3, Section 5.4, Article IV and Article VI to receive the Change of Control Severance Pay following Employee’s termination of employment. Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenantsearliest time set forth in Article IV,[Section 22(c)] of the Plan that will not trigger a tax or penalty under Section 409A of the Code, as determined by the Committee. Such vesting shall be contingent, at the discretion of the Company, upon the Employee shall repay all Severance Pay paidexecuting a general release (which may include an agreement with respect to Employeeengagement in detrimental activity, in a form acceptable to the Company) and such release becoming effective and irrevocable within the 60-day period following the cessation of Employee’s employment with the Company. such termination.

Change in Control Benefits. Subject to your satisfaction of Control; Termination on Accountthe Additional Requirements, upon the effectiveness of or during the twelve (12) month period following a Change of Control. As set out above,in Control, if # you are involuntarily terminated without Cause (as defined in the eventPlan) or # you resign for Good Reason (as defined below) and in either case other than as a result of death or disability, and provided such termination constitutes a ChangeSeparation from Service, then you will be entitled to the following (collectively, the “Change in Control Benefits”): # the vesting and exercisability of Control,the Option shall be accelerated such that 100% of the total unvested shares under the Option and RSUsshall be vested, # you will become vested and exercisable. This provision supersedes any conflicting provisions relating to vesting upon a Change of Control stipulated in the Stock Option Plan and Share Unit Plan, respectively. In the event Employee’s employment is terminated without Cause or by Employee for Good Reason within 12 months following a Change of Control, Employee shall be entitled to receive an amount equal to twelve (12) months of your then current base salary, less all applicable withholdings and deductions, paid over such twelve (12) month period on the schedule described in paragraph # Earned Pay,below (the “Change in Control Salary Continuation”), and # two times (2x) the amount of Severance Pay, # two times (2x) the amount ofyou will be entitled to the COBRA Cash Stipend and # the Employee’s full bonusBenefits for the prior calendar year if it has not yet been paid and the Employee’s full bonus for the current calendar year. ((ii) – # collectively, the “Change of Control Severance Pay”). The Change of Control Severance Pay shall be paid in a lump sum payment within sixty (60) days of Employee’s termination of employment; provided, that Employee has executed, delivered, and not revoked the Waiver and General Release described in Section 5.3 of this Agreement. In the event the sixty (60) day time period spans two (2) calendar years, the lump sum payment will be made in the second calendar year. The Earned Pay shall be paid in accordance with the Company’s applicable policies and applicable law. Any vested benefits to which Employee is entitled under the EmployeeCOBRA Benefit Plans and vested RSUs and options shall be paid in accordance with the terms of the governing plan documents and agreements. Employee must satisfy, at all times, the conditions described in Section 5.3, Section 5.4, Article IV and Article VI to receive the Change of Control Severance Pay following Employee’s termination of employment. Further, upon determination by a court of competent jurisdiction that Employee has violated the restrictive covenants set forth in Article IV, Employee shall repay all Severance Pay paid to Employee following the cessation of Employee’s employment with the Company. Period.

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