Change in Control Qualifying Termination Clause Samples
A Change in Control Qualifying Termination clause defines the rights and benefits an employee is entitled to if their employment is terminated under certain conditions following a change in the ownership or control of the company. Typically, this clause applies when an employee is let go without cause or resigns for good reason within a specified period after a merger, acquisition, or similar corporate event. It often provides for severance pay, accelerated vesting of equity, or continuation of benefits. The core function of this clause is to protect employees from job loss or unfavorable changes in employment terms resulting from major corporate transactions, thereby offering security and reducing uncertainty during organizational transitions.
Change in Control Qualifying Termination. For the Chief Executive Officer, cash severance of no more than 24 months’ base salary plus a pro-rated bonus payment for the year during which the qualifying termination of employment occurs, based on actual performance (or, to the extent required by applicable local law, based on target performance); and • For all other executive officers, cash severance of no more than 18 months’ base salary plus a pro-rated bonus payment for the year during which the qualifying termination of employment occurs, based on actual performance (or, to the extent required by applicable local law, based on target performance).
Change in Control Qualifying Termination. Upon a Change in Control Qualifying Termination, you shall be eligible to receive the following severance benefits. For the avoidance of doubt, in no event shall you be entitled to benefits under both Section 2(a) and this Section 2(b). If you are eligible for severance benefits under both Section 2(a) and this Section 2(b), you shall receive the benefits set forth in this Section 2(b) and such benefits shall be reduced by any benefits previously provided to you under Section 2(a).
Change in Control Qualifying Termination. Subject to the provisions in Section 6(b)(v) below, if your PSUs vest in connection with a Change in Control Qualifying Termination, your PSUs will be settled by the Company, via the issuance of Common Stock as described herein, on a date selected by the Company that is in all cases within ninety (90) days following the later of: (1) the date of the Change in Control, or (2) the date that is six (6) months and one (1) day following the date of Change in Control Qualifying Termination, which settlement date during such ninety (90) day period shall be the “Original Issuance Date” with respect to such PSUs, and the ninetieth (90th) day following the later of: (1) the date of the Change in Control, or (2) the date that is six (6) months and one (1) day following the date of Change in Control Qualifying Termination is the applicable “Issuance Deadline” with respect to your PSUs.
Change in Control Qualifying Termination. In the event your Service is terminated due to a Change in Control Qualifying Termination prior to the Vesting Date, the Service Vesting Condition will be deemed fully satisfied on the Release Effective Date, and the total number of PSUs that are eligible to vest will be calculated by reference to actual performance for any Measurement Periods completed on or prior to the date of the Change in Control Qualifying Termination and deemed target performance achievement for any Measurement Period that is not completed prior to the date of the Change in Control Qualifying Termination and such applicable number of PSUs shall be deemed vested as of the date of your Change in Control Qualifying Termination based on such applicable average of the deemed and attained performance level for such Measurement Periods with the same weighting applied to all Measurement Periods in such averaging calculation and in all cases subject to and contingent upon the closing of the Change in Control. For the avoidance of doubt, any Measurement Periods that are scheduled to begin and/or end after the date on which the Change in Control Qualifying Termination occurs, if applicable, shall also be included in the average calculation at the deemed target performance level for purposes of determining the level of performance achievement and the number of PSUs that are eligible to vest.
Change in Control Qualifying Termination. In the event of a Qualifying Termination that occurs during the 12-month period immediately following a Change in Control (as defined below), the Company will pay or provide to the Executive the following, subject to the provisions of Section 9 hereof:
(i) the Accrued Benefits;
(ii) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, an amount equal to two times the sum of (A) the Base Salary for the year that includes the date of termination and (B) the Target Bonus for the year that includes the date of termination, payable in a lump so no later than the sixtieth day following such termination;
(iii) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, the Prior Year Bonus;
(iv) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, a payment equal to the product of (A) the Target Bonus for the calendar year that includes the date of termination and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable no later than the sixtieth day following Executive’s termination;
(v) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”); (B) the Executive’s continued copayment of premiums at the same level and cost to the Executive as if the Executive remained an employee of the Company (excluding, for purposes of calculating cost, an employee’s ability to pay premiums with pre-tax dollars); and (C) the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, the Company will pay on behalf of or reimburse to the Executive the difference between the monthly COBRA premium paid by the Executive for the Executive and the Executive’s dependents and the monthly premium amount paid by similarly situated active executives for a period of 18 months, provided that the Executive is eligible and remains eligible for COBRA coverage; provided, further, that the Company may modify the continuation coverage contemplated by this Section 8(d)(v) to the extent reasonably necessary to avoid the imposition of any excise taxes on the Company for failure to comply with the nondiscrimination requirements of Section 105(h) of the Inte...
Change in Control Qualifying Termination. In the event your Service is terminated due to a Change in Control Qualifying Termination, the Service Vesting Condition will be deemed satisfied on the Release Effective Date, and the total number of PSUs that are eligible to vest will be calculated by reference to actual performance attained during the Performance Period and in all cases subject to and contingent upon the closing of the Change in Control.
Change in Control Qualifying Termination. If your PSUs vest in connection with a Change in Control Qualifying Termination, your PSUs will be settled by the Company, via the issuance of Common Stock as described herein, on a date selected by the Company that is in all cases during the calendar year that includes the Vesting Date and is within sixty (60) days following the date the number of PSUs which are eligible to vest is determined by the Administrator (which shall be the “Original Issuance Date” with respect to such PSUs). If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next following business day. In addition, if: the Original Issuance Date does not occur (1) during an “open window period” applicable to you, as determined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, or (2) on a date when you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market (including but not limited to under a 10b5-1 Arrangement), and a. either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date, (A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date, to you under this PSU, and (B) not to permit you to enter into a “same day sale” commitment with a broker-dealer pursuant to Section 7 of this Agreement (including but not limited to a commitment under a 10b5-1 Arrangement) and (C) not to permit you to pay your Withholding Taxes in cash, then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock in the open public market, but in no event later than December 31 of the calendar year that includes the Vesting Date, or, if and only if permitted in a manner that complies with Treasury Regulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the year in which the shares of Common Stock under such PSU are no longer subject to a “substantial risk of forfeiture” within the meaning of Treasury Regulations Section 1.409A-1(d).
Change in Control Qualifying Termination. In lieu of the payments and benefits set forth in Section 6.06(b), in the event Employee’s Qualifying Termination occurs on or within twelve (12) months following the date of a Change in Control, and provided that Employee shall have executed and delivered to the Company the Release and any period for rescission of such Release shall have expired without Employee having rescinding such Release, in addition to the Accrued Obligations, Employee shall be entitled to receive: (i) an amount in cash equal to 2.0x the sum of (A) Employee’s then-current Base Salary and (B) Employee’s Aggregate Minimum Draw Amount payable for the fiscal year in which the Qualifying Termination occurs, which amount shall be paid in a lump sum on the sixtieth (60th) day after the date of the Qualifying Termination; (ii) the payment set forth in Section 6.06(b)(ii), if applicable; (iii) an amount in cash equal to Employee’s then-current Target Bonus less the amount described in clause (i)(B) above, which amount shall be paid in a lump sum on the sixtieth (60th) day after the date of the Qualifying Termination; (iv) the benefits set forth in Section 6.06(b)(iv); and (v) all unvested equity or equity- based awards held by Employee that vest solely based on the passage of time shall immediately become one hundred percent (100%) vested (for the avoidance of doubt, with any such awards that vest in whole or in part based on the attainment of performance-vesting conditions being governed by the terms of the applicable award agreement).
Change in Control Qualifying Termination. Notwithstanding the foregoing provisions, in the event that a Change in Control (as defined in the Plan) occurs, the provisions of the Plan will govern the treatment of Performance Share Units, provided that for purposes of determining any prorated portion of the Award pursuant to Section 8 of the Plan, the prorated number of PSUs shall be determined by dividing the number of days in the period commencing on the date of grant and ending on the date of the Change in Control, by the total number of days in the period commencing on the date of grant and ending on the last day of the Performance Period.
Change in Control Qualifying Termination. In the event of a Qualifying Termination that occurs during the 12-month period immediately following a Change in Control (as defined below), the Company will pay or provide to the Executive the following, subject to the provisions of Section 9 hereof:
(i) the Accrued Benefits;
(ii) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, an amount equal to 2.5 times the sum of (A) the Base Salary for the year that includes the date of termination and (B) the Target Bonus for the year that includes the date of termination, payable in a lump so no later than the sixtieth day following such termination;
(iii) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, the Prior Year Bonus;
(iv) subject to the Executive’s continued compliance with the obligations in Section 9, Section 10 and Section 11, a payment equal to the product of (A) the Target Bonus for the calendar year that includes the date of termination and (B) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the denominator of which is the number of days in such year, payable no later than the sixtieth day following Executive’s termination;
(v) subject to (A) the Executive’s timely election of continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”);