Change in Control & Termination of Employment. In the event that the Executive’s employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicable, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”), plus (z) twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) 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 den...
Change in Control & Termination of Employment. The following provisions will apply in the event a Change in Control of the Company occurs, or your employment with the Company and all Affiliates (collectively, the “Company Group”) terminates, before the last day of the Performance Period (as that term is defined in the Performance Unit Agreement awarded to you (the “Agreement”)).
Change in Control & Termination of Employment. (a) In the event of a Change in Control, the Award shall vest in full, to the extent not already then vested.
(b) On a Date of Termination that occurs due to the Employee’s death or Disability, the Award shall vest in full, to the extent not already then vested.
(c) On a Date of Termination that occurs for any reason other than as described in Section 2(b) above, the Employee shall forfeit any then unvested portion of the Award without payment therefor.
(d) Following a Change in Control, a Drag-Along Sale, a Tag-Along Sale or a Date of Termination that occurs for any reason, any portion of the Award that is not forfeited in accordance with the terms hereof shall continue to be subject to the terms and conditions of the CPN Management LP Agreement, including, without limitation, the provisions of Section 6.05 (Repurchase Rights) and all other provisions of Article VI of the CPN Management LP Agreement.
Change in Control & Termination of Employment. Subject to the provisions of Section 15 of the Plan, in the event a Change in Control occurs during the Period of Restriction and the Participant’s employment is terminated by the Company and/or any Subsidiary without Cause or is terminated by the Participant for Good Reason during the period beginning 120 days before and ending one (1) year after such Change in Control, any Restricted Stock which is unvested as of the date of the Change in Control shall be accelerated upon such a termination of employment and shall vest as follows:
Change in Control & Termination of Employment. All payments to which the Executive may become entitled under this Agreement are conditioned upon and subject to Executive’s compliance with the restrictive covenants set forth in this Agreement, and the execution and non-revocation of a release in a form reasonably and routinely provided by the Company at the time of Termination (the “Release”). The Executive shall have twenty-one (21) days to deliver an executed Release to the Company and seven (7) days to revoke the Release. Payments under Paragraph 3(a) of this Agreement, if any, shall commence or be made, as applicable, on the Company’s first regular payday next following the 60th day after the Date of Termination. Payments under Paragraph 3(b) of this Agreement, if any, shall be made on the 30th day next following the occurrence of a Change of Control (or, if such day is not a business day, on the next business day).
(a) If the Executive’s employment terminates pursuant to a Non-Cause Termination within twelve (12) months after a Change in Control, the Company shall pay to the Executive the annual base salary and annual short-term bonus amounts that the Executive would have earned (i) if the Executive had remained employed for twelve (12) months following the Date of Termination (such period or assumed continuing employment is hereinafter referred to as the “CIC Severance Period”), and (ii) if, for each calendar year or portion thereof within the Severance Period, the Executive had earned, based on the assumed attainment of all applicable performance goals for such year, an Annual Bonus in an amount equal to the Target Bonus in effect for her immediately prior to her Date of Termination, pro-rated for any period less than a full calendar year. The annual base salary payments to be made pursuant to the preceding sentence shall be paid in equal monthly installments, and each annual bonus amount payable pursuant to the preceding sentence shall be paid at the same time following the close of the calendar year to which it relates as it would have been paid pursuant to the Company’s policies and procedures if the Executive had remained employed at the close of such year.
(b) If the Executive’s employment terminates pursuant to a Non-Cause Termination during the six-month period preceding a Change in Control, the Executive shall be entitled to receive the excess of (i) the payments Executive would have received in accordance with Paragraph 3(a), assuming that the Executive’s employment with the Company had ...
Change in Control & Termination of Employment. (a) If a Change in Control shall occur while the Participant is employed by the Company, the Restriction Period shall lapse and all the RSUs shall vest upon the Change in Control.
(b) If the Participant’s employment is terminated in an Anticipatory CIC Termination and a related Change of Control shall occur within the earlier to occur of (i) the first anniversary of the date of such Anticipatory CIC Termination or (ii) December 31, 2018, the Restriction Period shall lapse upon the date of the Change in Control. The term “Anticipatory CIC Termination” as used herein shall have the same meanings as set forth in the Employment Agreement, dated as of April 27, 2017, between the Company and the Participant (the “Employment Agreement”).
Change in Control & Termination of Employment. (a) Subject to Section 6(b) below, in the event of a Take-Over Bid or a Change in Control, the Optionee, at any time while the Take-Over Bid is open for acceptance, and at any time following a Change in Control, and notwithstanding any conditions to the contrary regarding exercise otherwise attaching to such Option (whether pursuant to Section 4 above or otherwise), may take up and purchase any or all of the Optioned Shares covered by such Option.
Change in Control & Termination of Employment. (a) Should a Change in Control occur (as hereinafter defined), Employee may terminate his employment within one (1) year after he has obtained actual knowledge of the occurrence of any of the following events:
(i) Failure to elect or appoint, or re-elect or re-appoint, Employee to, or removal of Employee from, his office and/or position as President and Chief Executive Officer, except in connection with the termination of Employee's employment pursuant to subparagraphs 6.1, 6.2 or 6.3 hereof.
(ii) A reduction in Employee's overall compensation (including any reduction in pension or other benefit programs or perquisites) or a significant change in the nature or scope of the authorities, powers, functions or duties normally attached to employee's position with the Company.
(iii) A determination by Employee made in good faith that, as a result of a Change in Control, he is unable effectively to carry out the authorities, powers, functions or duties attached to his position and the situation is not remedied within thirty
Change in Control & Termination of Employment. In the event of a Change in Control or if the employment of any of the Principals terminates without Cause or for Good Reason (as such terms are defined in each of the Principals' respective employment agreement with the Purchaser entered into on the Closing Date hereof), all unpaid Additional Consideration shall be paid to Sellers in accordance with the manner of payment specified in Sections 3.2.1 and 3.
Change in Control & Termination of Employment and Compensation in Event of ------------------------------------------------------------------------ Termination. ------------
(a) After a Change in Control has occurred, Employee may terminate his employment within two years after he has obtained actual knowledge of the occurrence of any of the following events:
(i) Failure to elect or appoint, or re-elect or reappoint, Employee to, or removal of Employee from, his office and/or position with the Company as constituted immediately prior to the Change in Control, except in connection with the termination of Employee's employment pursuant to subparagraph 3(a) hereof.
(ii) A reduction in Employee's overall compensation (including any reduction in pension or other benefit programs or perquisites) or a significant change in the nature or scope of the authorities, powers, functions or duties normally attached to Employee's position with the Company as referred to in clause (i) of subparagraph 2(a) hereof.
(iii) A determination by Employee made in good faith that, as a result of a Change in Control, he is unable effectively to carry out the authorities, powers, functions or duties attached to his position with the Company as referred to in clause (i) of subparagraph 2 (a) hereof, and the situation is not remedied within thirty (30) calendar days after receipt by the Company of written notice from Employee of such determination.
(iv) A breach by the Company of any provision of this Agreement not covered by clauses (i), (ii) or (iii) of this subparagraph 2(a), which is not remedied within thirty (30) calendar days after receipt by the Company of written notice from Employee of such breach.
(v) A change in the location at which substantially all of Employee's duties with the Company are to be performed to a location which is not within a 20-mile radius of the address of the place where Employee is performing services immediately prior to the Change in Control.
(vi) A failure by the Company to obtain the assumption of, and the agreement to perform, this Agreement by any successor (within the meaning of paragraph 8). An election by Employee to terminate his employment under the provisions of this subparagraph 2(a) shall not be deemed a voluntary termination of employment by Employee for the purpose of interpreting the provisions of any of the Company's employee benefit plans, programs or policies. Employee's right to terminate his employment for good reason shall not be affected by his illness or incapacity, whether...
