Benefits Upon a Change of Control. If within twelve (12) months following a Change of Control (as defined below): (i) the Company shall terminate the Executive’s employment with the Company without Cause (as defined below), or (ii) the Executive shall voluntarily terminate such employment with Good Reason (as defined below), the Company shall provide reimbursement of health care premiums for Executive and his dependents, for a period of eighteen (18) months from the date of Executive’s Employment Termination (as defined below), to the extent that Executive is eligible for and elects continuation coverage under COBRA (provided that such reimbursement shall terminate upon commencement of new employment by an employer that offers health care coverage to its employees).
Benefits Upon a Change of Control. Upon a Change of Control, the Executive will receive the following benefits:
Benefits Upon a Change of Control. The provisions of this Section 2 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive's rights and obligations upon the occurrence of a Change of Control of the Company. These provisions are intended to assure and encourage in advance the Executive's continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. Upon a termination of the Executive's employment within twenty-four (24) months after a Change of Control, the provisions of this Section 2 shall apply in lieu of, and expressly supersede, any provisions set forth in the Employee Agreement regarding (x) severance pay upon a termination of employment, and/or (y) noncompetition and/or nonsolicitation obligations upon a termination of employment. The parties hereto agree that the Employee Agreement shall be deemed to have been amended to the extent necessary to implement the foregoing.
Benefits Upon a Change of Control. Immediately prior to consummation of a Change of Control the Employee shall receive the following benefit:
Benefits Upon a Change of Control. (a) After a Change in Control has occurred if such Change in Control occurs within five (5) years of the original date of this Agreement: (i) Employer shall not reduce Employee's Base Compensation below the amount of such Base Compensation in effect immediately preceding the Change in Control without Employee's written consent; (ii) Employer shall continue to provide Employee with fringe benefits (including bonuses, vacation, health and disability insurance, etc.) substantially equivalent to those of other similarly situated executive officers of the Employer; (iii) Employee shall not be required by the Employer to perform duties or services which differ significantly from those performed by him prior to the Change in Control, or which are not ordinarily and generally performed by a similarly situated executive of a corporation; (iv) the nature of the duties or services which the Employer requires him to perform shall not necessitate absence overnight from his place of residence prior to the Change in Control because of travel involving the business affairs of the Employer for more than ninety (90) days during any period of twelve (12) consecutive months.
Benefits Upon a Change of Control. (a) In the event of a Change of Control, and subject to Employee’s continued service with the Company through the time immediately prior to the closing of such Change of Control, and subject to Employee executing a Release, and allowing such Release to become effective not later than the effective date of the Change of Control, an additional two (2) years X. Xxxxxx Continuity Agreement -3- 895918 v4/HN vesting of Employee’s then-outstanding stock options shall vest immediately prior to the effective date of the Change of Control.
Benefits Upon a Change of Control. (a) In the event of a Change of Control, and subject to Employee’s continued service with the Company through the time immediately prior to the closing of such Change of Control, and subject to Employee executing a Release, and allowing such Release to become effective not later than the effective date of the Change of Control, all of Employee’s then-outstanding stock options shall automatically accelerate and fully vest as of immediately prior to the effective time of such Change of Control.
Benefits Upon a Change of Control. (a) In the event (x) the Company terminates Byczko’s employment with the Company without Cause at or immediately prior to the closing of a Change of Control transaction or within twelve (12) months following a Change of Control, or (y) Byczko terminates Byczko’s employment with the Company for Good Reason within twelve (12) months following a Change of Control (each, a “Qualified Termination”), then:
Benefits Upon a Change of Control. If there is a Change of Control that occurs within the first six (6) months of the Employee’s employment commencement date with the Company (as reasonably determined by the Company), regardless of whether Employee’s employment relationship with the Company continues following such Change of Control, then fifty percent (50%) of all stock options granted by the Company to the Employee prior to the Change of Control shall immediately become fully vested and exercisable as of the date of the Change of Control to the extent such stock options are outstanding and unexercisable at the time of such Change of Control and all stock subject to a right of repurchase by the Company (or its successor) that was purchased prior to the Change of Control shall have such right of repurchase lapse with respect to all of such shares.
Benefits Upon a Change of Control. (a) In the event (x) the Company terminates Xxxxxx’x employment with the Company without Cause at or immediately prior to the closing of a Change of Control transaction or within twelve (12) months following a Change of Control, or (y) Xxxxxx terminates Xxxxxx’x employment with the Company for Good Reason within twelve (12) months following a Change of Control (each, a “Qualified Termination”), then:
