Benefits Upon Change of Control. The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change of Control or if Executive’s employment with the Company is terminated under the circumstances described herein.
Benefits Upon Change of Control. If, as of the date of a Change of Control which occurs during the Employment Period (including on the Effective Date), the Executive is employed by the Company or one of its Affiliated Companies, then as of such date:
(1) 50% of each outstanding performance stock-based award granted to the Executive shall become fully vested and earned at a deemed achievement level equal to the higher of (x) the targeted level of performance for such award or (y) the average level (expressed as a percentage of target) of achievement in respect of similar performance stock-based awards which matured over the three fiscal years immediately preceding the year in which the Change of Control occurred; payment of each such vested award shall be made to the Executive, in the form described below, as soon as practicable following such Change of Control consistent with Code Section 409A; and the remainder of each such award shall remain outstanding (on a converted basis, if applicable) and shall remain subject to the terms and conditions of the plan under which such award was granted, as well as the terms and conditions of this Agreement; and
(2) all other outstanding stock-based awards granted to the Executive shall be fully vested and earned; and
(3) any outstanding option, stock appreciation right, and other outstanding award in the nature of a right that may be exercised that was granted to the Executive and which was not previously exercisable and vested shall become fully exercisable and vested; and
(4) the restrictions and forfeiture conditions applicable to any outstanding award granted to the Executive under an incentive compensation plan, practice, policy or program shall lapse and such award shall be deemed fully vested. If as a result of the Change of Control, the Outstanding Company Common Stock is exchanged for or converted into a different form of equity security and/or the right to receive other property (including cash), payment in respect of the underlying awards described in subparagraphs (1), (2) and, with respect to stock-based awards, (4) hereof shall, to the maximum extent practicable, be made in the same form. If a Change of Control occurs and Company shareholders do not, as a group, receive consideration in connection with such Change of Control, then payment in respect of awards described in subparagraphs (1),(2) and, with respect to stock-based awards, (4) hereof shall be made in cash based on the average closing price of the shares of Outstanding Company...
Benefits Upon Change of Control. Notwithstanding any other provision of this Agreement, in the event of a Change of Control, the determination and payment of any benefits payable thereafter with respect to Executive shall be governed exclusively by the provisions of Exhibit C.
Benefits Upon Change of Control. If, within a period beginning six (6) months before, and ending twelve (12) months after, the date of a Change of Control (the “Change Period”), Executive’s employment with the Company is (i) terminated without Cause (as described in Section 5b above) by the Company (or by the acquiring or successor business entity following a Change of Control), or (ii) terminated for Good Reason (as described in Section 5f above) by Executive: (A) the Company shall pay to Executive any earned and accrued but unpaid installments of base salary and bonus and any other accrued but unpaid amounts due to Executive under Section 4 above through the date of termination; and, subject to the provisions of Sections 15 and 27, (B) the Company shall pay to Executive as severance pay and in lieu of any further compensation for periods subsequent to the termination an amount in cash equal to two times Executive’s base salary (based on Executive’s monthly salary on the date of the Change of Control) and two times Executive’s average annual bonus, computed as the average of the last three (3) years bonus received by Executive (if three years of bonus history is not available, then the most recent annually paid or targeted bonus will be used); and (C) Executive shall continue to participate in Company-provided medical or health insurance or benefit plans, at no cost to Executive, for twenty-four (24) months after the date of termination; provided however, that if applicable law or the terms of the plan prohibit the continued participation of Executive or his dependents for all or part of such period, the Company shall make a cash payment to Executive that is sufficient, on an after-tax basis, to reimburse Executive for obtaining insurance that provides substantially the same benefits as the Company-provided medical or health insurance or benefit plan over the same one-year period. The Company shall pay the severance payment referenced in this paragraph in equal monthly installments over a period of twenty-four (24) months beginning thirty (30) days after the date of termination. In addition to the foregoing, on the date of a Change of Control, all of Executive’s unvested restricted shares, and equity interests shall vest and be exercisable and all restrictions on the transfer of any shares or equity interests shall lapse as of the date of the Change of Control and any such awards that include an exercise period shall remain exercisable until the earlier of the expiration date of such awa...
Benefits Upon Change of Control. (a) In the event of a Change of Control (i) any stock options previously granted to the Employee under any Company stock option or equity compensation plan which have not yet vested shall become vested, and (ii) any restricted stock previously granted to the Employee under any Company equity compensation plan which has not yet vested or become freely transferable shall become vested and freely transferable.
(b) In the event of the Employee's Termination following a Change of Control the Company shall pay to the Employee, within fifteen days after the Termination Date, an amount in cash equal to 2.0 times (i) the Employee's then current annual base compensation, plus (ii) the Employee's then current target bonus eligibility.
(c) In the event of the Employee's Termination following a Change of Control, the Employee shall be entitled to continued participation in the Company's life, disability, accident and health insurance plans for a period not to exceed thirty-six (36) months following the termination.
Benefits Upon Change of Control. In the event that if an acquiring or successor company does not assume all stock options granted by the Company to the Executive prior to the Change of Control, then the vesting of such stock options shall immediately accelerate and such options shall become fully vested and immediately exercisable in full.
Benefits Upon Change of Control. Upon a Change of Control (as defined in the Change of Control Agreement) any stock options then held by Executive shall automatically become fully exercisable and all restrictions and conditions, including vesting conditions, applicable to any shares of restricted stock (including Performance-Accelerated Restricted Stock) then held by Executive shall be deemed automatically waived. Following a Change of Control (as defined in the Change of Control Agreement), any rights of Executive under this Agreement or any other agreement or plan with respect to uncompleted MIP periods or cycles shall be governed solely by the Change of Control Agreement. Upon a Qualified Termination (as defined in the Change of Control Agreement), all rights of Executive with respect to salary continuation, life insurance, medical insurance and disability benefits and auto allowance or auto lease benefits shall be governed solely by the Change of Control Agreement but Section 3(d) hereof shall remain in effect notwithstanding the occurrence of a Change of Control or Qualified Termination.
Benefits Upon Change of Control. This Waiver of Acceleration of Benefits Upon Change of Control (this “Waiver”), is entered into between FiberTower Corporation, a Delaware corporation (the “Company”) and Xxxx X. Xxx Xxxxxxx (the “Executive”) and is effective as of the date of the last signature hereof.
Benefits Upon Change of Control. (a) Events Giving Rise to Benefits. Magnetek agrees to pay or cause to be paid to Boren the benefits specified in this Section 8 if there is a Change xx Xxntrol and within the Change of Control Period, Magnetek or its Successor terminates the employment of Boren as President and Chief Executive Officer for any reason other than Cause, death or disability or if Boren voluntarily terminates his employment for Good Reason.
Benefits Upon Change of Control. 9 AGREEMENT NOT TO SOLICIT OR COMPETE..........................................................9 ASSIGNMENT..................................................................................11
