Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e) On
In addition, in the event of a qualifying termination in connection with a "change of control", each Eligible Executive Officer is entitled to: (i) an amount equal to twelve months of his or her base salary and 100% of his or her target bonus at the rate in effect immediately prior to such termination, payable in a cash lump-sum; and (ii) a pro rata payment of his or her then-current target bonus based on the actual period of service during the bonus period. In addition, each Eligible Executive Officer's outstanding equity awards will become vested and exercisable, as applicable, with respect to 100% of the then-unvested shares, excluding awards that would otherwise vest contingent upon remaining-unsatisfied performance criteria. The Eligible Executive Officer will also be entitled to continuation of COBRA benefits as set forth above.
All such severance payments and benefits are subject to each Eligible Executive Officer's execution of a general release of claims against us.
The foregoing descriptions of the Change in Control and Severance Agreement are
summaries only and do not purport to be complete. A copy of the form of Change
in Control and Severance Agreement that is applicable to Eligible Executive
Officers will be filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the quarter ended
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