Additional Compensation Upon Termination Following A Change of Control; Excise Tax Sample Clauses

Additional Compensation Upon Termination Following A Change of Control; Excise Tax. In the event of a Termination of Executive’s Employment (as defined in Section 7.1 of this Agreement) other than for Cause (as defined in Section 7.2 of this Agreement), death or Disability (as defined in Section 7.4 of this Agreement) within 18 months following a Change of Control (as defined in Section 7.3 of this Agreement), or prior to a Change of Control at the direction of a person who has entered into an agreement with FEI, the consummation of which will constitute a Change of Control, and contingent upon Executive’s execution of the Release of Claims and compliance with Section 9, Executive shall be entitled to the benefits as set forth in Section 3 and the additional benefits set forth in this Section 4. In the event that any benefit or payment to the Executive under this Agreement (“Payment”) is subject to the federal excise tax on the type of payment defined under Section 280G(b) of the Internal Revenue Code of 1986, as amended (the “Code”) (together with any interest or penalties thereon, the “Excise Tax”) as determined pursuant to Section 4.1, FEI shall pay to Executive a tax restoration payment (the “Gross-Up Payment”) equal to: (a) the Excise Tax on the Payment, plus (b) the Excise Tax on the Gross-Up Payment, plus (c) federal, state and local income taxes on the Gross-Up Payment, assuming that such taxes are imposed at their highest marginal rate. All determinations with respect to any Gross-Up Payment shall be made in accordance with Sections 4.1 through 4.6 below.
Sample 1
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Related to Additional Compensation Upon Termination Following A Change of Control; Excise Tax

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • 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:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

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