Certain Terminations Following a Change of Control Sample Clauses

Certain Terminations Following a Change of Control. If the Employee’s employment with the Company ceases within the twelve (12) month period following the date of a Change of Control as a result of a termination by the Company without Cause, a resignation by the Employee for Good Reason or due to Employee’s death or Disability, then subject to Section 4 and Section 5:
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Certain Terminations Following a Change of Control. In the event the Executive’s employment with the Company or its successor terminates by reason of a Qualifying Termination (as defined below) within two (2) years after a Change of Control of the Company (as defined below) that occurs during the Term of Employment, then the Company shall pay to the Executive (x) the Accrued Amounts in a lump sum within ten (10) days of termination of employment and (y), in lieu of the Severance Package, and subject to the limitations described in Section 7 below and subject to the following two sentences, the Company shall provide the Executive the Change of Control Benefits (as defined below). The provision of the Change of Control Benefits to the Executive under this Section 6(d) shall (i) be contingent upon the execution by the Executive of the Release or a release in another form reasonably acceptable to the Company and the Executive and (ii) constitute the sole remedy of the Executive in the event of a termination of the Executive’s employment in the circumstances set forth in this Section 6(d). In addition, all payments under this Section 6(d) are subject to the timing rules, calculations and adjustments described in Section 7. Anything in this Agreement to the contrary notwithstanding, if (q) a Change of Control occurs, (r) the Executive’s employment with the Company is terminated within 180 days prior to the date on which the Change of Control occurs, and (s) it is reasonably demonstrated by the Executive that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect a Change of Control or (ii) otherwise arose in connection with or in anticipation of a Change of Control, then for all purposes of this Agreement such Change of Control shall be deemed to have occurred during the Term of Employment.
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Certain Terminations Following a Change of Control. If, during the Term, there should be a Change of Control (as defined in Section 5.02), and within the one-year period immediately following the Change of Control, the Employee’s employment with the Employer (i) is terminated by the Employer without cause as defined in Section 2.02(b), or (ii) is terminated by the Employee for any reason, then on or before the Employee’s last day of providing services hereunder, in lieu of any other rights to cash compensation she may have under this Agreement which have not accrued by such date, including any compensation pursuant to Section 2.02(d),”
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Certain Terminations Following a Change of Control. If, during the Term, there should be a Change of Control (as defined in Section 5.02), and within the one-year period immediately following such Change of Control, (A) Employee’s employment with Employer is terminated by Employer without cause as defined in Section 2.02(b) (and not due to death or disability) or (B) Employee terminates Employee’s employment with Employer for Good Reason (as defined below) or because (1) there is a reduction, by Employer, in Employee’s compensation from that in effect immediately prior to such Change of Control or (2) Employee is required by Employer to relocate Employee’s principal place of employment with Employer to a location anywhere other than Employer’s principal executive offices in (or within 25 miles of) Mechanicsburg, Pennsylvania (except for required travel on Employer’s business in a manner that is substantially consistent with Employee’s business travel obligations immediately prior to such Change of Control), then in lieu of any compensation pursuant to Section 2.02(d), (A) Employer will pay to Employee any base salary and other benefits earned and accrued under this Agreement within seventy-five (75) days after the termination date, (B) Employer will pay to Employee a lump sum cash payment equal to his total cash compensation for base salary and bonus for the immediately preceding three completed calendar years (or equal to three times his average total annual cash compensation for base salary and bonus for his years of service to Employer, if less than three years), such payment to be made on the first payroll date coincident with or next following the sixtieth (60th) day after such termination, (C) Employer agrees that such termination would not be voluntary or a termination “for cause” as contemplated by any stock option or other incentive plans of Employer or Holdings and any stock option or other award agreements entered into between Employer or Holdings and Employee (including agreements that may be entered into after the date hereof), and that all unvested, unexercised stock options to purchase stock of Employer or Holdings held by Employee shall become fully vested and exercisable as of the date of such termination, and Employee shall have the right to exercise such options at any time prior to the expiration date of such options, notwithstanding any contrary vesting schedule otherwise applicable to such options, and (D) Employee shall have no further rights to compensation or benefits, or any other ...
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Certain Terminations Following a Change of Control. In the event Executive’s employment with Company terminates by reason of a Qualifying Termination (as defined below) within two (2) years after a Change of Control of Company (as defined below) that occurs during the Term of Employment, then Company shall pay to Executive (x) the Accrued Amounts in a lump sum within ten (10) days of termination of employment and (y), in lieu of the Severance Package, and subject to the limitations described in Section 7 below and subject to the following two sentences, Company shall provide Executive the Change of Control Benefits (as defined below). The provision of the Change of Control Benefits to Executive under this Section 6(d) shall (i) be contingent upon the execution by Executive of Company’s standard release agreement then in effect or a release in another form reasonably acceptable to Company and (ii) constitute the sole remedy of Executive in the event of a termination of Executive’s employment in the circumstances set forth in this Section 6(d). In addition, all payments under this Section 6(d) are subject to the timing rules, calculations and adjustments described in Section 7.
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Certain Terminations Following a Change of Control. If, during the -------------------------------------------------- Term, there should be a Change of Control (as defined in Section 5.02), and (i) within the one-year period immediately following the Change of Control, the Employee makes a good faith determination that she is unable to perform her services effectively or there is any significant adverse change in her authority or responsibilities, as performed, or her title as in effect, immediately prior to such Change of Control, or (ii) within the five-year period immediately following the Change in Control, (w) the Employee's employment with the Employer is terminated by the Employer without cause as defined in Section 2.02(b), (x) there is a reduction by the Employer in the Employee's compensation from that in effect prior to such Change of Control, (y) the Employer has required the Employee to be based at an office or location more than 25 miles from Mechanicsburg, PA, or (z) the Employer has failed to comply with and satisfy Section 7.01 of this Agreement, then on or before the Employee's last day of providing services hereunder, in lieu of any other rights to cash compensation she may have under this Agreement which have not accrued by such date, including any compensation pursuant to Section 2.02(d),"
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Certain Terminations Following a Change of Control 
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Related to Certain Terminations Following a Change of Control

  • 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 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:

  • 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:

  • Certain Terminations The termination of any Proceeding or of any claim, issue, or matter therein by judgment, order, settlement, or conviction, or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or Proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.

  • 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 on Change of Control By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

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

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