Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(e)
On
Participants under the Plan are eligible to receive the following payments and benefits in the event of a termination by the Company without Cause or a Resignation by the Participant with Good Reason, in each case, during the twelve month period following a Change of Control:
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a lump sum payment equal to 0.75 times the sum of the participant’s base salary for Vice Presidents and 1.0 times the sum of the participant’s base salary for Senior Vice Presidents and above;
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a prorated portion of the participant’s target bonus amount for the year of termination; and
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full vesting of the participant’s outstanding equity awards (assuming target achievement of any applicable performance-based vesting criteria to the extent the performance period has not yet been completed).
Receipt of benefits under the Plan is conditioned upon the Participant’s execution of a general release of claims and compliance with certain restrictive covenants running in favor of the Company.
The foregoing summary is qualified in its entirety by reference to the Plan, a copy of which is attached hereto as Exhibit 10.1 and which is incorporated herein by reference. All capitalized terms used above and not otherwise defined shall have the meaning given to such terms in the Plan.
Item 9.01 Financial Statements and Exhibits.
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