Change in Control Severance Pay. In the event of a Change in Control Termination, in addition to the Accrued Obligations, the Company agrees to provide the Executive the following:
Change in Control Severance Pay. If a Change of Control occurs on or before the date upon which the Company achieves Commercial Production (as such term is defined in the Amended and Restated Limited Liability Agreement of Eureka Moly, LLC dated February 26, 2008) and as a result of the closing of the Change of Control, or during the one-year period immediately following the closing of the Change of Control (i) the Company (or its successor) terminates Employee’s employment without Cause or (ii) Employee terminates employment for Good Reason, then, subject to the conditions described in Section 3, Employee will be entitled to Severance Pay. The “Severance Pay” will equal the sum of (a) an amount equal to two (2) times Employee’s annual base salary (as in effect immediately prior to the closing of the Change of Control), plus (b) an amount equal to 100% of Employee’s target annual incentive award for one year (as in effect immediately prior to the closing of the Change of Control), if any, less applicable withholdings. Severance Pay will be in addition to any accrued but unpaid salary or paid time off earned through the date of Employee’s termination.
Change in Control Severance Pay. In the event of a Change in Control Termination, in addition to the Executive's Accrued Obligations, the Company agrees to pay Executive severance pay equal to the product of (x) the sum of (i) the Executive's annual base salary, plus (ii) the average of the last two (2) annual cash bonuses paid to the Executive during the two (2) most recently completed full fiscal years of the Company, multiplied by two. Such amount will be paid in an undiscounted lump sum. In addition, Executive will receive a prorated target annual bonus (based on the Executive's position and as determined by the Compensation Committee of the Board) for the year in which such termination occurs. During the eighteen (18) month period following the Change in Control Termination, the Company shall pay for the Executive's entire Medical Coverage to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985. The Company will continue to maintain and pay all expenses associated with the corporate-owned life insurance policy for the benefit of Executive's beneficiaries for the remainder of Executive's life. For purposes of calculating the amount of severance in this Section 5(a) due as a result of a Qualifying Termination, the Executive's base salary will be based on the highest amount of such base salary during the two (2) year period ending on the date of termination. Any stock awards, stock options, stock appreciation rights or other equity-based awards that were outstanding immediately prior to the Change in Control Termination shall, to the extent not then vested, fully vest and become exercisable as of the date of the Change in Control Termination and Executive shall have the right to exercise any such stock option, stock appreciation right, or other exercisable equity-based award until the earlier to occur of (i) one (1) year from the date of the Change in Control Termination and (ii) the expiration date of such stock option, stock appreciation right or other equity-based award as set forth in the agreement evidencing such award.
Change in Control Severance Pay. If Executive incurs a Change in Control Termination Without Cause, Executive shall be entitled to receive Change in Control Severance in the amount of two (2) times the sum of (1) Executive’s then Base Salary, disregarding any Base Salary reduction due to a Good Reason termination, plus (2) the average of Executive’s bonuses under Chemical’s annual executive incentive plan for each of the three (3) most recent complete calendar years of Executive’s employment with Chemical (or the lesser number of complete calendar years that Executive has been employed by Chemical), payable in one (1) lump sum cash payment (“Change in Control Severance Pay”). The amount shall be reduced by any Severance Pay previously received by Executive under Section 6(c)(i)(A). The Change in Control Severance Pay is conditioned upon Executive and Chemical executing a mutually agreeable release of claims, in substantially the form attached hereto as Appendix A (the “Release”), which is enforceable within sixty (60) days following Executive’s Termination Date. Subject to any delayed payment due to Executive’s status as a “Specified Employee” under Code Section 409A, if applicable, and as described more fully in Section 6(f) below, the Change in Control Severance Pay shall be payable to Executive on the first pay date after sixty (60) days have lapsed following Executive’s Separation from Service, provided that if the 60-day period spans two (2) calendar years, the payment shall be made on the first pay date in the second calendar year and provided further that Chemical, in its sole discretion, may make the payment earlier if such commencement does not violate Code Section 409A. Notwithstanding the foregoing, if Executive is entitled to Change in Control Severance but violates any provisions of Sections 8 through 10 hereof after termination of Employment, Chemical shall have any remedies, including claw back, that may be available to Chemical in law or at equity.
Change in Control Severance Pay. If, during the term of this Agreement, the Company is subject to a Change in Control (as defined in Section 11) and the Employee is subject to an Involuntary Termination within 12 months after that Change in Control, then the Company shall pay the Employee, within 10 days after the release described in Subsection (a)(i) above has become effective, a lump-sum cash payment equal to the sum of 2.5 times (i) the Employee’s Base Salary (at the rate in effect at the time of termination of Employment, or, if greater, the rate in effect immediately prior to the Change in Control) and (ii) the Bonus Amount. Severance pay under this Subsection (c) and Subsection (b) above shall be mutually exclusive and severance under one subsection will prevent severance under the other.
Change in Control Severance Pay. (a) In the event of a Change in Control Termination, GBC agrees to pay Executive's base salary and annual bonus target as previously established by GBC's Executive Compensation Committee, prorated through the date of the Change in Control Termination, plus severance pay equal to 3.25 multiplied by the sum of (i) Executive's annual base salary in effect at the date of the Change in Control Termination, or, if greater, immediately prior to the Change in Control, plus (ii) Executive's target bonus for the year in which the Change in Control occurs or Executive's bonus based on actual performance for the year, whichever is greater. Such amount will be paid in an undiscounted lump sum. During the three (3) year, three (3) month period following the Change in Control Termination, Executive and his family shall be entitled to continue to participate in medical and dental plans as provided by GBC to its employees generally to the same extent and on the same cost-sharing basis as if Executive's employment had continued during such period. GBC agrees that, during this period, it will maintain and provide for the aforesaid medical and dental plans or a comparable substitute therefor.
Change in Control Severance Pay. (a) In the event of a Change in Control Termination, in addition to the Executive’s Accrued Obligations, the Company agrees to pay Executive severance pay equal to the product of (x) the sum of (i) the Executive’s annual base salary, plus (ii) the average of the last two (2) annual cash bonuses paid to the Executive during the two (2) most recently completed full fiscal years of the Company, multiplied by two. Such amount will be paid in an undiscounted lump sum. In addition, Executive will receive a prorated target annual bonus (based on the Executive’s position and as determined by the Compensation Committee of the Board) for the year in which such termination occurs. During the eighteen (18) month period following the Change in Control Termination, the Company shall pay for the Executive’s entire Medical Coverage to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985. The Company will continue to maintain and pay all expenses associated with the corporate-owned life insurance policy for the benefit of Executive’s beneficiaries for the remainder of Executive’s life. For purposes of calculating the amount of severance in this Section 5(a) due as a result of a Qualifying Termination, the Executive’s base salary will be based on the highest amount of such base salary during the two (2) year period ending on the date of termination.
Change in Control Severance Pay. If, during the term of this Agreement, the Company is subject to a Change in Control (as defined in Section 11) and the Employee is subject to an Involuntary Termination within 12 months after that Change in Control, then the Company shall pay the Employee, within 10 days after the release described in Subsection (a)(i) above has become effective, a lump-sum cash payment equal to the sum of (i) 2 times the Employee’s Base Salary (at the rate in effect at the time of termination of Employment, or, if greater, the rate in effect immediately prior to the Change in Control) and (ii) 2 times the greater of Employee’s annual sales commission payments for the most recent year completed prior to the date when the termination of Employee’s Employment is effective or the Employee’s target sales commission payments in effect for the year in which the Employee’s Employment is terminated. Severance pay under this Subsection (c) and Subsection (b) above shall be mutually exclusive and severance under one subsection will prevent severance under the other.
Change in Control Severance Pay. For the purpose of Section 3.1 --------------------------------- of this Agreement, the Employee's Change in Control Severance Pay shall equal the lesser of
Change in Control Severance Pay. (a) In the event of a Change in Control Termination, Sears agrees to pay Executive’s base salary and annual bonus at target, pro rata through the date of the Change in Control Termination, plus severance pay equal to one (1) multiplied by the sum of (i) Executive’s annual base salary in effect at the date of the Change in Control Termination or, if greater, immediately prior to the Change in Control or the Potential Change in Control Period during which the Change in Control occurs, plus (ii) Executive’s annual bonus at target as determined for the year in which termination occurs. Such amounts will be paid in an undiscounted lump sum within thirty (30) days of Change in Control Termination.
