Common use of Change in Control Payments Clause in Contracts

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. 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. 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 Xxxxxx X. Davis Linscomb 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. 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 in the form of a lump sum payment within six days of the Date of TerminationTermination (provided that you shall have no right to designate the taxable year that the payments under this paragraph will be made), plus (B) Comparable 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 Xx. Xxxxxx Xxxxxxxx (not taking into account any reduction in such benefit that constitutes Good Reason for your termination). The value and comparability of the foregoing benefits shall be determined individually rather than in the aggregate, and shall-be compared after subtracting applicable income and employment taxes; provided that the right to reimbursement or in-kind benefits under this paragraph (C) shall not be subject to exchange for another benefit. 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. With respect to all benefits under this paragraph (C) provided in the form of a reimbursement, you must provide the appropriate documentation in support of the expenses to Encore no later than November 15th of the calendar year following the calendar year that the expense was incurred. The reimbursement shall be paid to you by Encore as soon as administratively practicable thereafter, but in no event shall reimbursements be paid later than the last day of the calendar year following the calendar year that the expense was incurred. Notwithstanding anything to the contrary, to the extent required by Section 409A of the Code: (1) the amount of expenses eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during the calendar year may not affect the expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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 in the form of a lump sum payment within six days of the Date of TerminationTermination (provided that you shall have no right to designate the taxable year that the payments under this paragraph will be made), plus (B) Comparable 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 and comparability 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.the

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 in the form of a lump sum payment within six days of the Date of TerminationTermination (provided that you shall have no right to designate the taxable year that the payments under this paragraph will be made), plus (B) Comparable 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 Xx. Xxxxxx X. Williams (not taking into account any reduction in such benefit that constitutes Good Reason for your termination). The value and comparability of the foregoing benefits shall be determined individually rather than in the aggregate, and shall-be compared after subtracting applicable income and employment taxes; provided that the right to reimbursement or in-kind benefits under this paragraph (C) shall not be subject to exchange for another benefit. 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. With respect to all benefits under this paragraph (C) provided in the form of a reimbursement, you must provide the appropriate documentation in support of the expenses to Encore no later than November 15th of the calendar year following the calendar year that the expense was incurred. The reimbursement shall be paid to you by Encore as soon as administratively practicable thereafter, but in no event shall reimbursements be paid later than the last day of the calendar year following the calendar year that the expense was incurred. Notwithstanding anything to the contrary, to the extent required by Section 409A of the Code: (1) the amount of expenses eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during the calendar year may not affect the expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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 in the form of a lump sum payment within six days of the Date of TerminationTermination (provided that you shall have no right to designate the taxable year that the payments under this paragraph will be made), plus (B) Comparable 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 Mr. J. Xxxxxx Xxxxxxxx (not taking into account any reduction in such benefit that constitutes Good Reason for your termination). The value and comparability of the foregoing benefits shall be determined individually rather than in the aggregate, and shall-be compared after subtracting applicable income and employment taxes; provided that the right to reimbursement or in-kind benefits under this paragraph (C) shall not be subject to exchange for another benefit. 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. With respect to all benefits under this paragraph (C) provided in the form of a reimbursement, you must provide the appropriate documentation in support of the expenses to Encore no later than November 15th of the calendar year following the calendar year that the expense was incurred. The reimbursement shall be paid to you by Encore as soon as administratively practicable thereafter, but in no event shall reimbursements be paid later than the last day of the calendar year following the calendar year that the expense was incurred. Notwithstanding anything to the contrary, to the extent required by Section 409A of the Code: (1) the amount of expenses eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during the calendar year may not affect the expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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 in the form of a lump sum payment within six days of the Date of TerminationTermination (provided that you shall have no right to designate the taxable year that the payments under this paragraph will be made), plus (B) Comparable 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 Xx. Xxxxx X. Davis (not taking into account any reduction in such benefit that constitutes Good Reason for your termination). The value and comparability of the foregoing benefits shall be determined individually rather than in the aggregate, and shall-be compared after subtracting applicable income and employment taxes; provided that the right to reimbursement or in-kind benefits under this paragraph (C) shall not be subject to exchange for another benefit. 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. With respect to all benefits under this paragraph (C) provided in the form of a reimbursement, you must provide the appropriate documentation in support of the expenses to Encore no later than November 15th of the calendar year following the calendar year that the expense was incurred. The reimbursement shall be paid to you by Encore as soon as administratively practicable thereafter, but in no event shall reimbursements be paid later than the last day of the calendar year following the calendar year that the expense was incurred. Notwithstanding anything to the contrary, to the extent required by Section 409A of the Code: (1) the amount of expenses eligible for reimbursement or to be provided as an in-kind benefit under this Agreement during the calendar year may not affect the expenses eligible for reimbursement or to be provided as an in-kind benefit in any other calendar year, and (2) the right to reimbursement or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

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 Mr. J. Xxxxxx Xxxxxxxx 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. 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 Mr. G. Xxxxxx Xxxxxxxxxxxxxx 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.