Change in Control Payments. The provisions of this paragraph 8 set forth the terms of an agreement reached between Employee and the Company regarding Employee’s rights and obligations upon the occurrence of a “Change in Control” (as hereinafter defined) of the Company during the Term. These provisions are intended to assure and encourage in advance Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such Change in Control. The following provisions shall apply in the event of a Change in Control, in addition to any payment or benefit that may be required pursuant to Section 7.
Change in Control Payments. Except as set forth on Section 2.11(d) or Section 2.23 of the Company Disclosure Schedule, the Company has no plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.
Change in Control Payments. The Company does not have any plans, programs, agreements or arrangements to which it is a party, or to which it is subject, pursuant to which payments (or acceleration of benefits) may be required upon, or may become payable directly or indirectly as a result of, a change of control of the Company.
Change in Control Payments. Notwithstanding anything to the contrary in the foregoing, in the event that the Employee's employment terminates after a Change in Control (as defined in the Severance Plan) under circumstances that would entitle him to payments and benefits under the Severance Plan, he shall not be entitled to receive any payments or benefits under this Agreement.
Change in Control Payments. Neither the Company nor any of its subsidiaries have any plans, programs or agreements to which they are parties, or to which they are subject, pursuant to which payments may be required or acceleration of benefits may be required upon a change of control of the Company.
Change in Control Payments. In the event of Corporation’s termination of Executive without Cause, or Executive’s termination of employment with Corporation for Good Reason, following a Change in Control and at any time during the Term of this Agreement (as extended pursuant to Section 1.2), Executive will be entitled to the benefits described in Section 6.1 plus the following payments (the “Change in Control Payments”):
(i) In lieu of any further salary payments to Executive for the periods subsequent to the date of termination, an amount of severance pay equal to 200% multiplied by the sum of (A) Executive’s annual base salary, at the rate in effect on the date the Change in Control occurs, plus (B) the average annual incentive cash compensation (if any) paid to Executive or accrued to Executive’s benefit (prior to any deferrals) in respect of the two fiscal years of Corporation last ended prior to the fiscal year in which the Change in Control occurs, payable in a lump sum within 60 days of Executive’s termination of employment with Corporation; and
(ii) Continuation for a period of two years following such termination of Executive’s participation in all Benefit Plans in which Executive was entitled to participate immediately before the Change in Control, provided that such continued participation is possible under the general terms and provisions of such Benefit Plans. In the event Executive’s continued participation in any Benefit Plan is barred by the provisions of the Benefit Plan, Corporation will, at Corporation’s cost, arrange to provide Executive with benefits substantially similar to those which Executive was entitled to receive under the Benefit Plan.
Change in Control Payments. (i) The payments set forth in this Agreement shall be in addition to any payments that otherwise would be payable to the Employee pursuant to any agreement, benefit plan, severance policy or similar plan of the Company.
(ii) Notwithstanding anything to the contrary herein, if the aggregate amounts payable pursuant to Sections 3 (a), (b) and (c) hereof, either alone or together with any other payments which the Employee has the right to receive either directly or indirectly from the Company or any of its affiliates, would be subject to an excise tax as an "excess parachute payment" under Section 4999 of the Internal Revenue Code, the Employee hereby agrees that such aggregate amounts payable hereunder shall be paid in annual installments over the shortest period of time over which such aggregate amounts may be paid and not be treated as "excess parachute payments" under Section 4999. All determinations called for in this Section 3(d)(ii) shall be made by an independent public accounting firm with a national reputation as shall be selected by the Company. The Company shall bear all costs associated with obtaining such determinations.
(iii) The amounts payable pursuant to this Section 3 shall be paid (or commence to be paid if payable in installments pursuant to Section 3(d)(ii) above) to the Employee not later than 10 days after the Employee's termination of employment.
Change in Control Payments. If Encore or the Employing Entity, within a period six months prior to or two years after the occurrence of a Change in Control, terminate your employment other than for Disability or Cause pursuant to section 4(i) or 4(iii) hereof, or if you, within a period of two years after the occurrence of a Change in Control of Encore, terminate your employment for Good Reason as provided for in section 4(iv) of this Agreement, then Encore shall cause to be paid or made available to you the following:
(A) Your full base salary through the Date of Termination at the rate in effect just prior thereto (not taking into account any reduction in your base salary that constitutes Good Reason for your termination), plus any earned vacation time, plus any benefits or awards (including both the cash and stock components) which pursuant to the terms of any plans have been earned or become payable, but which have not yet been paid to you, to be paid within six days of the Date of Termination, plus
(B) an amount equal to two (2) times the aggregate of your base salary plus the average of all bonus, profit sharing, and other incentive payments made by Encore or Employing Entity to you in respect of the two (2) calendar years preceding the Change in Control, to be paid within thirty (30) days following the Date of Termination; plus
(C) benefits equal in value to each life, health, accident or disability benefit to which you were entitled (through insurance, direct reimbursement, or otherwise) immediately before the Date of Termination (not taking into account any reduction in such benefit that constitutes Good Reason for your termination). The value of the foregoing benefits shall be determined individually rather than in the aggregate, and shall-be compared after subtracting applicable income and employment taxes. Xx. Xxxxx X. Davis Encore shall provide the benefits described in this subsection for a period terminating on two years after the Date of Termination. An election by you to terminate for Good Reason shall not be deemed a voluntary termination of employment by you for purposes of this Agreement or of any plan or practice of Encore. At the end of the period of coverage, you shall have the option to have assigned to you, at no cost and with no apportionment of prepaid premiums, any assignable insurance policy owned by Encore or the Employing Entity and relating specifically to you.
Change in Control Payments. (a) If during the Protection Period there is a "change in control" and within two (2) years thereafter (i) the employment of the Executive is terminated by the Company for other than "good cause" or the death or "total disability" of the Executive or (ii) the Executive shall declare his employment terminated for "good reason," then the Executive shall be entitled to the following:
A. All unpaid salary through the date of termination of employment plus credit for any vacation earned but not taken through the date of termination of employment (as permitted by the Company's policy on vacations) together with reimbursement for expenses not previously reimbursed through the date of termination, all of which will be paid immediately subject to all required withholding taxes.
B. As a severance benefit, the Executive shall be entitled to an amount equal to his current base annual salary ("X") plus the average of the last three (3) annual incentive or bonus compensation awards paid to the Executive by the Company prior to the date of termination ("Y"), multiplied by the number set forth in Schedule II attached hereto ("Severance Benefit"). The Severance Benefit will equal (X + Y) multiplied by the number set forth in Schedule II.
C. This Severance Benefit, less all proper payroll deductions, shall be paid immediately to the Executive in a lump sum.
D. In addition to the Severance Benefit, the Executive shall be entitled to continued participation for the number of months set forth in Schedule III attached hereto following the date of the termination of his employment, in all life insurance, health and accident insurance, disability and medical reimbursement plans, programs and arrangements in which the Executive and his family were entitled to participate immediately prior to the date of a "change in control," if the continued participation of the Executive and his family in such plans, programs and arrangements is possible under the general terms and provisions of such plans, programs and arrangements. The costs of the Executive's and his family's continued participation in such plans, programs and arrangements shall be allocated between the Company and the Executive in the same proportion as such costs were allocated prior to the date of the termination of his employment. If the Executive's or his family's continued participation is not possible, the Company shall reimburse the Executive at the end of each month during the period specified in Schedule III for his...
Change in Control Payments. Notwithstanding any other provision to the contrary, if the total payments to be paid to the Executive pursuant to this Agreement, along with any other payments to the Executive, would result in the Executive being subject to the excise tax imposed by Code Section 4999, the Company shall reduce the aggregate payments to the largest amount which can be paid to the Executive without triggering such excise tax, but only if and to the extent that such reduction would result in the Executive retaining larger aggregate after-tax payments. The determination of the excise tax and the aggregate after-tax payments to be received by the Executive will be made by the Company. If payments are to be reduced, the payments made latest in time will be reduced first and if payments are to be made at the same time, non-cash payments will be reduced before cash payments.
