{"id":39792,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/executive-change-of-control-policy-sagent-technology-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"executive-change-of-control-policy-sagent-technology-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/executive-change-of-control-policy-sagent-technology-inc.html","title":{"rendered":"Executive Change of Control Policy &#8211; Sagent Technology Inc."},"content":{"rendered":"<pre>                       EXECUTIVE CHANGE OF CONTROL POLICY\n\n\n        In the event of a merger of the Company with or into another corporation\nin which the holders of at least 50% of the Company's outstanding voting power\nhold less than 50% of the outstanding voting power immediately after such\nmerger, or the sale of substantially all of the assets of the Company\n(collectively, a 'Change of Control'), each outstanding Option of the Key\nExecutives identified by the Board of Directors shall be assumed or an\nequivalent option or right substituted by the successor corporation or a Parent\nor Subsidiary of the successor corporation.\n\n        If the Option is assumed after a Change of Control and the Key Executive\nremains an employee at the time of such Change of Control, immediately upon such\nChange of Control, 50% of the unvested portion of the Option shall accelerate\nand become immediately exercisable and the remaining unvested portion of the\nOption shall vest according the normal vesting schedule. Thereafter, if during\nthe one-year period after the date of the Change of Control the Key Executive is\nterminated not for Cause or voluntarily terminates employment for Good Reason,\neach as defined below, the remaining unvested portion of the Option shall\naccelerate and become immediately exercisable.\n\n        As used herein, Cause shall mean (i) willful failure by the Key\nExecutive to substantially perform his duties hereunder, other than a failure\nresulting from the Key Executive's complete or partial incapacity due to\nphysical or mental illness or impairment; (ii) a willful act by the Key\nExecutive which constitutes misconduct and which is injurious to the Company; or\n(iii) a material and willful violation of a federal or state law or regulation\napplicable to the business of the Company.\n\n        As used herein, 'Good Reason' shall mean the following (unless such\nevent(s) applies generally to all senior management of the Company):\n\n               (A) without the Key Executive's express written consent, the\nassignment to the Key Executive of any duties or the reduction of the Key\nExecutive's duties, either of which results in a significant diminution in the\nKey Executive's position or responsibilities with the Company in effect\nimmediately prior to the Change of Control, or the removal of the Key Executive\nfrom such position and responsibilities;\n\n               (B) without the Key Executive's express written consent, a\nsubstantial reduction, without good business reasons, of the facilities and\nperquisites (including office space and location) available to the Key Executive\nimmediately prior to such reduction;\n\n               (C) a material reduction by the Company in the base salary or\nbonus opportunity of the Key Executive as in effect immediately prior to such\nreduction;\n\n\n\n               (D) a material reduction by the Company in the kind or level of\nthe Key Executive benefits to which the Key Executive is entitled immediately\nprior to such reduction with the result that the Key Executive's overall\nbenefits package is significantly reduced;\n\n               (E) the relocation of the Key Executive to a facility or a\nlocation more than 50 miles from the Key Executive's then present location,\nwithout the Key Executive's express written consent; or\n\n               (F) any purported termination of the Key Executive's employment\nby the Company which is not effected for death, disability or for Cause, or any\npurported termination for which the grounds relied upon are not valid.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8746],"corporate_contracts_industries":[9513],"corporate_contracts_types":[9539,9551],"class_list":["post-39792","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-sagent-technology-inc","corporate_contracts_industries-technology__software","corporate_contracts_types-compensation","corporate_contracts_types-compensation__severance"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39792","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39792"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39792"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39792"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39792"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}