Change in Control Protection Sample Clauses

Change in Control Protection. The protection is set forth in the separate agreement dated as of the date hereof.

Change in Control Protection. Notwithstanding anything to the ---------------------------- contrary in the Initial Grant or Option Agreement, upon (i) a Change in Control of the Company, and (ii) a Qualifying Termination of the --- Executive, the Executive shall be entitled to the following benefits:

Change in Control Protection. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, or any similar item, schedule or form, whether or not the Company is then subject to such reporting requirement.

Change in Control Protection. Nothing contained herein will be construed to preclude the Company from providing the Executive different or additional severance benefits as a result of a change in control of the Company, whether pursuant to an agreement that is in addition to, or as a supplement to, this Agreement.

Change in Control Protection. For purposes of this Agreement, a “Change in Control” of the Company shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company as determined under Section 1.409A-3((i)(5) of the Income Tax Regulations, as amended from time to time (or any successor provision).”

Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Severance Agreement entered into by the parties as of February 25, 2008, and all amendments thereto, and any other prior or contemporaneous agreement providing severance protection in the event of a change-in-control of the Company or its parent.

Change in Control Protection. Protection in the Event of a Company Change. The Executive shall be entitled to participate in the NPS Pharmaceuticals, Inc. Change in Control Severance Pay Plan (the "CC Plan") in accordance with the terms of such CC Plan, as the same may be amended from time to time. Benefits under the CC Plan shall be paid in lieu oftermination benefits under any other provision of this Agreement, and in such case, Executive shall have no right to benefits under Section VIII.

Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). Subject to the terms and conditions of the SECP, if a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to three (3) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for three years following your date of separation from service.

Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended.

Change in Control Protection. The provisions of this Section 5 set forth certain terms of an agreement reached between the Executive and the Company regarding the Executive’s rights and obligations in the event of an occurrence of a Change in Control of the Company. The provisions of this Section 5 are intended to assure and encourage in advance the Executive’s continued attention and dedication to the Executive’s assigned duties and objectivity during the pendency and after the occurrence of any such event. The provisions of this Section 5 shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) if such termination of employment occurs within 24 months after the occurrence of a Change in Control. (a) Termination by the Company Without Cause or by the Executive with Good Reason During the Change in Control Protection Period. During the Term, if within 24 months after a Change in Control, the Executive’s employment is terminated by the Company without Cause as provided in Section 3(d) or the Executive terminates the Executive’s employment for Good Reason as provided in Section 3(e), then, subject to the Executive complying with all of the Severance Conditions: (i) the Company shall pay the Executive a lump sum in cash in an amount equal to 1.5 times the sum of (A) the Executive’s then current Base Salary (or the Executive’s Base Salary in effect immediately prior to the Change in Control or, in the case of termination by the Executive for Good Reason under Section 3(e), as of immediately prior to the diminution in the Executive’s Base Salary, if any, that constitutes Good Reason, whichever is highest) plus (B) the Executive’s Target Bonus for the then-current year (the “Change in Control Payment”); (ii) the Change in Control Payment payable under Section 5(a)(i) shall be paid on the first payroll date according to the Company’s normal payroll practice next following the 60th day after the Termination Date; (iii) except as otherwise provided in the applicable Equity Documents: (A) if the Executive was employed by the Company for at least six consecutive months immediately prior to the Change in Control, (I) all shares of restricted stock, stock options and other stock-based awards held by the Executive and (II) all shares of restricted stock, stock options and other stock-based awards held by entities to whom the Executive has properly transferred such awards in accordance with the terms of the applicable Equity Documents shall immediately accelerate and become ful...