Benefits upon a Change in Control Termination. You will become entitled to the payments and benefits described in clauses (a) and (b) of this Section 1 of Article III, subject to the limitations described in clause (c) of this Section 1 of Article III, and to the benefit of the provisions described in clause (c), if and only if (i) your employment with the Company is terminated by the Company for any reason other than death, Cause, Disability or Retirement, or if you terminate your employment with the Company for Good Reason; and (ii) the termination occurs either within the period beginning on the date of a Change in Control and ending on the last day of the twelfth month that begins after the month during which the Change in Control occurs or prior to a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control.
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer shall provide Executive advance written notice of the Date of Termination as provided in Section 4.1, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described below; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwise, Executive’s benefits under this Section 6.2 will be offset by these other benefits to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2.
(a) an amount equal to seventeen (17) months of Executive’s Base Salary in effect as of the Date of Termination [in addition to a thirty (30) day notice of termination as set forth in Section 4.1] as separation pay, which separation pay will be made to the Executive in weekly payments equal to the amount of the Executive’s weekly base salary for a period of seventeen months; the first payment will commence beginning at least sixteen (16) days after Executive’s execution of the Release Agreement, provided that Executive has not exercised rights to revoke or rescind the release of claims as provided in the Release Agreement; or, if required for purposes of avoiding excise tax or other penalties under Section 409A of the Internal Revenue Code, payment will commence one week following the sixth month anniversary of the Executive’s Date of Termination and shall include a lump sum equal to the amount that Executive would have received had payment commenced upon the Date of Termination;
(b) If Executive (or any individual receiving group health plan benefits through Executive) is eligible under applicable law to continue participation in Employer’s group health plan following the Date of Termination elects to continue these benefits, Employer will, for a period of up to seventeen (17) months commencing as of the Date of Termination, continue to pay Employer’s share of the cost of these benefits as if Executive remained continuously employed with Employer throughout such period but only while Executive or such other individual continues to pay the balance of such cost and the Executive or the person who elected continuation coverage is not eligible for ...
Benefits upon a Change in Control Termination. The Executive will become entitled to the benefits described in this Section 2 if and only if (i) the Executive terminates the Executive’s employment with the Company for any reason within the period beginning on the first day of the 11th month that begins after the month during which the Change in Control occurs and ending on the last day of such month or (ii) (x) the Company terminates the Executive’s employment for any reason other than the Executive’s death or Cause, or the Executive terminates the Executive’s employment with the Company for Good Reason, and (y) the termination occurs either within the period beginning on the date of a Change in Control and ending on the last day of the 36th month that begins after the month during which the Change in Control occurs or prior to a Change in Control if the Executive’s termination was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control.
Benefits upon a Change in Control Termination. The Executive will become entitled to the benefits described in this Section 2 on account of a Termination of Employment if and only if (i) the Company terminates the Executive’s employment for any reason other than for Cause, or the Executive terminates the Executive’s employment with the Company for Good Reason, and (ii) the Termination of Employment occurs either within the period beginning on the date of a Change in Control and ending on the last day of the first full calendar month following the first anniversary date of the Change in Control or prior to a Change in Control if the Executive’s Termination of Employment was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control.
Benefits upon a Change in Control Termination. The Executive will become entitled to the benefits described in this Section 2 if and only if (i) Fargo or any Successor terminates the Executive’s employment for any reason other than the Executive’s death or Cause, or the Executive terminates the Executive’s employment with the Successor for Good Reason, and (ii) the termination is within 12 months after the date of the Change in Control (or before the Change in Control if at the request of or required by the Successor related to the change in control.
Benefits upon a Change in Control Termination. If a Change in Control Termination occurs with respect to Executive, Employer or Executive, as the circumstances indicate, shall provide the other advance written notice of the Date of Termination as provided in Sections 4.1 or 6.1, as appropriate, and Section 5.2 shall apply until the date of the Change in Control Termination. Upon the Change in Control Termination, Executive will be entitled to the benefits described below; provided, however, that to the extent Executive has already received the same type of benefits under this Agreement or otherwise, Executive’s benefits under this Section 6.2 will be offset by these other benefits to the extent necessary to prevent duplication of benefits under this Agreement; and provided further, that Executive executes the Release Agreement in substantially the form attached as Exhibit B to this Agreement and consistent with this Section 6.2.
Benefits upon a Change in Control Termination. You will become entitled to the benefits described in this Section 3 if and only if (i) the Company terminates your employment for any reason other than your death or Cause, or you terminate your employment with the Company for Good Reason and (ii) the termination occurs either within the period beginning on the date of a Change in Control and ending on the last day of the twenty-fourth month that begins after the month during which the Change in Control occurs or prior to a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control.
Benefits upon a Change in Control Termination. If your employment by the Company is terminated for any reason other than death, Cause, Disability or Retirement, or if you terminate your employment by the Company for Good Reason either within: (a) twenty-four (24) calendar months following a Change in Control; or (b) prior to a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of a Person (other than the Company) related to the Change in Control, then:
Benefits upon a Change in Control Termination. Upon Termination of Employment, the Covered Employee will become entitled to the Accrued Amounts (as defined in the Employment Agreement). In addition, the Covered Employee will become entitled to the benefits described in this Section 2 as a result of a Termination of Employment if and only if (i) the Company terminates the Covered Employee’s employment for any reason other than for Cause, or the Covered Employee terminates the Covered Employee’s employment with the Company for Good Reason, and (ii) such Termination of Employment occurs either (A) within the period beginning on the date of a Change in Control and ending on twelve (12) months after the Change in Control or (B) prior to the date of a Change in Control if the Covered Employee’s Termination of Employment was directly or indirectly related to or as a result of such Change of Control. In the event that the Covered Employee is entitled to the benefits described in this Section 2, this Agreement shall supersede the provisions of Sections 3(b), (c) and (d) of the Covered Employee’s Employment Agreement with the Company of even date hereof (the “Employment Agreement”).
Benefits upon a Change in Control Termination. You will become entitled to the payments and benefits described in clauses (a) and (b) of this Article III., subject to the limitations described in clause (c) of this Article III., if and only if (i) your employment with the Company is terminated for any reason other than death, Cause, Disability or Retirement, or if you terminate your employment with the Company for Good Reason; and (ii) the termination occurs either within the period beginning on the date of a Change in Control and ending on the last day of the twelfth month that begins after the month during which the Change in Control occurs or prior to a Change in Control if your termination was either a condition of the Change in Control or was at the request or insistence of a Person related to the Change in Control. August 30, 2004 Page 9
