Change in Control Severance Plan. During the Employment Term, the Executive shall not be entitled to participate in the Company’s Change in Control Severance Plan for Certain U.S. Officers and Executives or any other change of control plan, program, or policy of the Company or its subsidiaries.
Change in Control Severance Plan. The Executive shall be designated by the UIL Board as an individual covered by the UIL Holdings Corporation Change in Control Severance Plan II of the Company (the “UIL CIC Plan II”), subject to all of the terms and provisions of the UIL CIC Plan as it may be amended from time to time. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the UIL CIC Plan II. Nothing in this subsection, however, shall entitle the Executive to continued participation in such Plan should the UIL Board determine otherwise in accordance with the terms of that Plan.
Change in Control Severance Plan. The Executive shall be designated by the UIL Board as an individual covered by the UIL Holdings Corporation Change in Control Severance Plan II (the “UIL CIC Plan II”), subject to all of the terms and provisions of the UIL CIC Plan II as it may be amended from time to time. For purposes of this Agreement, “Change in Control” shall have the meaning set forth in the UIL CIC Plan II. Nothing in this subsection, however, shall entitle the Executive to continued participation in such Plan should the UIL Board determine otherwise in accordance with the terms of that Plan. In no event shall the Executive be entitled to participate in the UIL CIC Plan II if he is still a participant under the terms of the UIL Change in Control Severance Plan (restated effective October 24, 2003) (“UIL CIC Plan I”), and in no event shall he be entitled to benefits under both plans. By signing this Agreement, the Executive hereby relinquishes any claim he might have under the CIC Plan I now or in the future.
Change in Control Severance Plan. In consideration of the grant of the Award and acknowledging that such agreement constitutes a material inducement for the grant of such Award, the Participant hereby agrees that as of the date hereof, with respect to the Freescale Semiconductor, Inc. Officer Change in Control Severance Plan (the “CIC Plan”), in no event will there be deemed to be a Good Reason with respect to the Participant under the CIC Plan solely by reason of (a) Freescale Semiconductor, Inc. becoming privately held in connection with the consummation of the transactions contemplated by the Merger Agreement (as defined in the Investors Agreement), (b) on account of a lateral change to the Participant’s duties that does not affect the Participant’s reporting relationships or (c) the Participant ceasing to serve as an executive of a publicly held corporation. The Participant further agrees that the last sentence of Section 7.4 of the CIC Plan shall be of no force and effect.
Change in Control Severance Plan. During the Employment Term, the Executive shall be entitled to participate in the Company’s Change in Control Severance Plan for Certain U.S. Officers and Executives in accordance with its terms, as amended from time to time.
Change in Control Severance Plan. During the Initial Term and any Renewal Term, you shall be eligible to participate in the Company’s Change in Control Severance Plan, dated as of December 4, 2018, as may be amended from time to time, or any successor plan thereto and any amounts payable to you thereunder shall be payable in lieu of any amounts payable to you under Section 3.6.
Change in Control Severance Plan. The Parties acknowledge and agree that the transactions contemplated by this Agreement or the Separation Agreement do not constitute a “change in control” under either such plan. Neither the transfer of a SpinCo Employee’s employment to SpinCo nor the transactions contemplated by this Agreement or the Separation Agreement shall constitute an “involuntary termination” under either such plan.
Change in Control Severance Plan. Notwithstanding anything to the contrary in the Change in Control Severance Plan (including, for the avoidance of doubt, Section 9 therein), you shall be entitled to the Retention Award in addition to any payments or benefits to which you may also be entitled under the Change in Control Severance Plan. 8.
Change in Control Severance Plan. The Bank shall cause the Company to take all actions necessary and appropriate (including obtaining any required consents and adopting any required plan amendments) to (A) cause Executive to become a participant in the Allegiance Bancshares, Inc. Change in Control Severance Plan dated January 30, 2020, as amended from time to time (the “CIC Plan”) to be effective as of the Effective Date with a “Severance Multiplier” (as defined in the CIC Plan) of no less than 2.0 and severance benefits at least equal to the severance benefits provided to similarly situated senior executive officers of Allegiance who participate in the CIC Plan immediately prior to the Merger Date , and (B) provide that an “Effective Period” (as defined in the CIC Plan) shall apply with respect to Executive for the 18-month period following the Merger Date. During the Term, (x) Executive shall remain eligible to participate in the CIC Plan and (y) the CIC Plan shall not be terminated or otherwise be amended in a manner that is materially adverse to Executive. If the Company is unable for any reason to provide for Executive’s participation in the CIC Plan as contemplated by this Section 3(g), the Company and Executive shall promptly and in good faith negotiate an amendment to this Agreement to provide for severance benefits at least equal to the severance benefits that Executive would have been entitled to receive had Executive been a participant in the CIC Plan on the date of this Agreement with a “Severance Multiplier” of 2.0.
Change in Control Severance Plan. In the event that within the "Protective Period" (24 months following the Effective Date of a Change of Control) either (a) Executive voluntarily terminates employment for Good Reason or (b) Tuboscope terminates Executive's employment other than for Cause, the Executive shall receive the following compensation and benefits from Tuboscope:
A. Tuboscope shall pay to Executive when otherwise due Executive's Termination Base Salary through the Date of Termination.
B. Effective as of the Date of Termination, Tuboscope shall continue to pay to Executive the Termination Base Salary, payable on a regular payroll basis, for a period of thirty-six (36) months following the Date Termination (such period to be herein referred to as the "Change in Control Payout Period").
C. Effective as of the Date of Termination, Tuboscope shall pay to Executive an amount equal to three (3) times (i.e., the 36 months set forth in B above) sixty percent (60%) of Executive's Termination Base Salary ("Target EV") as payment for the "Annual Management Incentive Program". Payment shall be made in installments consistent with payment of the Executive's Termination Base Salary on a regular payroll basis.
D. Effective as of the Date of Termination, the performance awards for all overlapping periods of the Value Plan vest. For the year in which the Change of Control occurs, a full year is assumed to be completed for each performance period and included in the payoff calculations. Payout is prorated based on the number of deemed completed years in the performance periods. Payment is payable on the normal distribution date for such bonuses for all other participants.
E. All restricted shares and restricted stock units (including those under the Stock Match Program) of Executive shall be and become 100% vested and all restrictions thereon shall lapse as of the Date of Termination and the Corporation shall promptly deliver such shares to Executive; provided the Executive may elect to take a portion of the total shares on an annual basis for a maximum of five (5) years.
F. Executive shall become and be fully vested in Executive's accrued benefits under all qualified pension, nonqualified pension, profit sharing, 401(k), deferred compensation and supplemental plans maintained by Tuboscope for Executive's benefit, except to that the extent that the acceleration of vesting of such benefits would violate any applicable law or require Tuboscope to accelerate the vesting of the accrued benefits of all p...
