Involuntary Termination Change of Control Sample Clauses

Involuntary Termination Change of Control. If (i) the Participant’s Service continues for not less than 12 consecutive months during the Performance Period and (ii) either (y) the Company experiences a Change of Control during the Performance Period while the Participant’s Service is continuing, or (z) the Participant’s Service is involuntarily terminated by the Company, as the direct result of a divestiture or otherwise, in each case without Cause, then the number of PSUs that would vest and become nonforfeitable if the Company had achieved the Target Performance Goals for both TSR and ROCE components of the Award and such achievement had been certified in writing by the Committee in accordance with Section 3 above will vest and become nonforfeitable upon such Change of Control or involuntary termination, as applicable.
Sample 1
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Involuntary Termination Change of Control. In the event the Executive's employment is involuntarily terminated under Section 6(d) or Section 6(e), the Company shall pay or provide to the Executive, subject to the Executive signing and delivering to the Company a release and separation agreement reasonably acceptable to the Company:
Sample 1
Involuntary Termination Change of Control. In the event that an Involuntary Termination of Employment of Executive occurs by virtue of a Change of Control, Executive shall receive all of the benefits set out in Section 6.4 above. Executive shall receive Monthly Payments far the number of months indicated in the table below. YEARS OF SERVICE MONTHS OF More Than Less Than COMPENSATION CONTINUATION 0 3 years 12 months 3 10 years 24 months 10 15 years 27 months 15 20 years 30 months more than 20 years 36 months
Sample 1
Involuntary Termination Change of Control. Should Executive be involuntarily terminated by the Company for any reason, other than Cause (as defined in the Change-of-Control Agreement), death or total and permanent disability, the Executive's date of termination shall be his Retirement Date. Notwithstanding anything in this Agreement to the contrary, in the event of a Change-of-Control of the Company (as defined in the Change-of-Control Agreement) (a) the Executive's Retirement Date shall be any date on or after the date of the Change-of-Control as designated by the Executive in his sole discretion, but in any event no later than ninety (90) days after the Change-of-Control, and (b) the Executive shall receive all amounts due him under Sections 2 and 3 of this Agreement on the earlier of (i) the date(s) such amounts would otherwise be paid to him under this Agreement or (ii) a date that is no later than ten (10) business days after his Retirement Date.
Sample 1
Involuntary Termination Change of Control. (1) In the event of (X) an Involuntary Termination on or after April 1, 2003; or (Y) an Involuntary Termination which occurs within one year after a Change in Control; or (Z) Employer's failure to renew this Agreement upon expiration of the then applicable Term, within one year after a Change in Control, Employee shall receive the following from the Employer in complete satisfaction of Employer's obligation to Employee under this Agreement:
Sample 1
Involuntary Termination Change of Control 
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Related to Involuntary Termination Change of Control

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • Voluntary Termination Executive may voluntarily terminate Executive’s employment for any reason upon 30 days’ prior written notice. In such event, after the effective date of such termination, except as provided in Section 2.2 with respect to a resignation for Good Reason, no further payments shall be due under this Agreement, except that Executive shall be entitled to any benefits accrued in accordance with the terms of any applicable benefit plans and programs of the Company.

  • Involuntary Termination of Employment If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason including termination due to disability of the Executive, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in an amount equal to: (i) the full Phantom Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Phantom Contributions.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

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