(i)股權分配一旦符合CIC終止條件(如下所定義),根據第5和第6條的規定,高管將有資格獲得以下來自公司的福利:股權獎勵”). In the case of an Equity Award that is subject to performance-based vesting, unless otherwise specified in the applicable Equity Award agreement governing the Equity Award, all performance goals and other vesting criteria will be deemed achieved at one hundred percent (100%) of target levels. For the avoidance of doubt, in the event of the Executive’s Qualifying Pre-CIC Termination (as defined below), any then outstanding Equity Awards will remain outstanding until the earlier of (x) three (3) months following the Qualifying CIC Termination or (y) the occurrence of a Change in Control, solely so that any benefits due on a Qualifying Pre-CIC Termination can be provided if a Change in Control occurs within three (3) months following the Qualifying CIC Termination (provided that in no event will the Executive’s stock options or similar Equity Awards remain outstanding beyond the Equity Award’s maximum term to expiration). If no Change in Control occurs within three (3) months following a Qualifying CIC Termination, any unvested portion of the Executive’s Equity Awards automatically and permanently will be forfeited on the date three (3) months following the date of the Qualifying CIC Termination without having vested.
(b)Termination Other Than a Qualifying CIC Termination. If the termination of the Executive’s employment with the Company Group (as defined below) is not a Qualifying CIC Termination, then the Executive will not be entitled to receive the severance payments or other benefits specified in this Agreement.
(c)Non-Duplication of Payment or Benefits. Notwithstanding any provision of this Agreement to the contrary, if the Executive is entitled to any vesting acceleration of any Equity Awards (other than under this Agreement) by operation of applicable law or under a plan, policy,
contract, or arrangement sponsored by or to which any member of the Company Group is a party in connection with the Executive’s separation (“其他福利”), then the corresponding severance payments and benefits under this Agreement will be reduced by the amount of Other Benefits paid or provided to the Executive.
(a)解除協議與索賠放棄執行官在根據第3條達成合資格的變更控制交易終止條款後所獲得的任何遣散費或福利都要求執行官簽署並不撤銷公司當時的標準分離協議和索賠放棄(可能包括一項協議,不貶低任何公司集團成員,禁止挖角條款,協助訴訟事宜的協議和其他標準條款和條件)(該“釋放”以及該要求,指的是“解除合約要求”),該協議必須在合格終止之後的第60(日) day following the date of the Executive’s Qualifying CIC Termination (the “放棄期限日”). If the Release does not become effective and irrevocable by the Release Deadline Date, the Executive will forfeit any right to the severance payments or benefits under Section 3.
(b)付款時間. Subject to Section 5(d), any restricted stock units, performance shares, performance units, and/or similar full value awards that accelerate vesting under Section 3(a) will be settled (x) within ten (10) days following the date the Release becomes effective and irrevocable, or (y) if later, in the event of a Qualifying Pre-CIC Termination, on the date of the Change in Control.
(c)歸還公司財產
員工聲明並保證已歸還公司所有財產,包括所有進行中的工作、檔案、照片、筆記、記錄、信用卡、鑰匙、進入卡、電腦以及員工在職期間收到或反映公司機密或專有資料的其他公司或客戶文件、產品或財產。員工還保證沒有下載或其他方式保留屬於公司或從屬於公司的資料中衍生出的任何信息,無論是在電子形式還是其他形式。. The Executive’s receipt of any severance payments or benefits upon the Executive’s Qualifying CIC Termination under Section 3 is subject to the Executive having returned all documents and other property provided to the Executive by any member of the Company Group (with the exception of a copy of the Company employee handbook
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and personnel documents specifically relating to the Executive), developed or obtained by the Executive in connection with his or her employment with the Company Group, or otherwise belonging to the Company Group, by no later than ten (10) days following the date of the Qualifying CIC Termination.
(a)減少遣散費償還金額. 如果執行人員將從任何公司集團成員或任何其他方收到任何付款或福利,無論是否與本協議的規定相關或其他情況(“支付”)會(i)構成《內部收入法典》第280G條的“降落傘付款”,以及(ii)如果沒有本句而應受到《內部收入法典》第4999條所課的過度稅,則...消費稅”), then the Payment will be equal to the Best Results Amount. The “Best Results Amount” will be either (x) the full amount of the Payment or (y) a lesser amount that would result in no portion of the Payment being subject to the Excise Tax, whichever of those amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in the Executive’s receipt, on an after-tax basis, of the greater amount. If a reduction in payments or benefits constituting parachute payments is necessary so that the Payment equals the Best Results Amount, reduction will occur in the following order: (A) reduction of cash payments in reverse chronological order (that is, the cash payment owed on the latest date following the occurrence of the event triggering the excise tax will be the first cash payment to be reduced); (B) cancellation of Equity Awards that were granted
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“contingent on a change in ownership or control” within the meaning of Section 280G of the Code in the reverse order of date of grant of the awards (that is, the most recently granted Equity Awards will be cancelled first); (C) reduction of the accelerated vesting of Equity Awards in the reverse order of date of grant of the awards (that is, the vesting of the most recently granted Equity Awards will be cancelled first); and (D) reduction of employee benefits in reverse chronological order (that is, the benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first benefit to be reduced). In no event will the Executive have any discretion with respect to the ordering of Payment reductions. The Executive will be solely responsible for the payment of all personal tax liability that is incurred as a result of the payments and benefits received under this Agreement, and the Executive will not be reimbursed, indemnified, or held harmless by any member of the Company Group for any of those payments of personal tax liability.
(i)A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), 獲取公司股票的所有權,且擁有的股票連同該人持有的股票,佔公司股票總投票權超過百分之五十 (50%)的情況;但對於這