CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee is terminated within two (2) years following a Change in Control, Employee will receive the payments and benefits specified in the "Termination Without Change in Control" Section at the same time and in the same manner therein specified except as amended and modified below:
a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two (2) years (instead of one (1) year).
b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of Termination, whichever is earlier.
c. An amount equal to two (2) times the maximum award that Employee could receive under the Company's annual bonus plan for the fiscal year in which the Termination occurs, instead of the benefits provided in Section 3.05c hereof.
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event the Executive is terminated within three (3) years following a Change in Control, the Executive will receive the payments and benefits specified in the "Termination without Change in Control" Section in the same time and manner therein specified except as amended and modified hereby:
a. The salary and benefits specified in Section 3.05a will be paid based upon a multiple of three (3) years {instead of two (2) years}.
b. Life, health, accident and disability insurance specified in Section 3.05b will be provided until: (i) Executive becomes reemployed and receives similar benefits from a new employer, or (ii) three (3) years after the Date of Termination, whichever is earlier.
c. An amount equal to three (3) times the maximum award that the Executive could receive under the Company's Annual Bonus Plan for the fiscal year in which the termination occurs, instead of the benefits provided in Section 3.05(c) hereof.
d. All other rights and benefits specified in Section 3.05.
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event the Executive is terminated within two (2) years following a Change in Control, the Executive will receive the payments and benefits specified in the "Termination without Change in Control" Section in the same time and manner therein specified except as amended and modified hereby:
a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two (2) years ( instead of one (1) year).
b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Executive becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the Date of Termination, whichever is earlier.
c. An amount equal to two (2) times the maximum award that the Executive
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.05 (the “Termination Without Change in Control” Section) at the same time and in the same manner therein specified except as amended and modified below:
a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of two (2) years (instead of one (1) year).
b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of the Change in Control Termination, whichever is earlier.
c. An amount equal to two (2) times the Maximum Bonus, instead of the benefits provided in Section 3.05c. hereof.
d. If Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated employees under such plan, equal to the amount Employee would have earned if Employee had remained employed with the Company until the date such awards would otherwise have been paid.
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee is terminated within two (2) years following a Change in Control, Employee will receive the payments and benefits specified in the
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, the Company shall pay or provide (or cause to be paid or provided) to Employee all of the payments and benefits specified in Section 3.04 (the “Termination Without Change in Control” Section) at the same time and in the same manner therein specified except as amended and modified below:
a. The salary and benefits described in Section 3.04a. will be based on an amount equal to one hundred and fifty percent (150%) of the sum of (i) his Base Salary and (ii) his Target Bonus.
b. An amount equal to a prorated portion of the Target Bonus based on the number of full months of employment completed within the year of Change in Control Termination, instead of the benefits described in Section 3.04b. hereof.
c. Instead of the benefits described in Section 3.04d. hereof, the Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents for a period of eighteen (18) months following the date of Employee’s Change in Control Termination, health care, life, accident and disability insurance which are not less than the highest benefits furnished during the term of the Agreement at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage will be provided to Employee’s spouse and eligible dependents until the date that is eighteen (18) months after the date of Employee’s Change in Control Termination at the same cost to Employee’s spouse and eligible dependents as the cost of such coverage charged to similarly situated employees and their dependents. If Section 6.04a. applies to the provision of any of the insurance coverage described in this Section 4.02c., then Employee shall pay the full cost of such insurance premiums for the period of time proscribed by the application of Section 6.04a. and subject to reimbursement by the Company described therein.
d. The Company’s obligation under this Section to continue to pay or provide health care, life, accident and disability insurance to Employee, Employee’s spouse and Employee’s dependents shall be reduced when and to the extent any such benefits are paid or provided to Employee by another employer. Apart from this subparagraph, Employee shall have and be subject to no obligation to mitigate. In the event of Employee’s Change in Control Termination, Employee is entitled only to the termination payments and benefits described in this Section 4.02. The Parties agree that in the ev...
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee has a Change in Control Termination, Employee will receive the payments and benefits specified in the “Termination Without Change in Control” Section at the same time and in the same manner therein specified except as amended and modified below:
a. The salary and benefits specified in Section 3.05a. will be paid based upon a multiple of three (3) years (instead of two (2) years).
b. Life, health, accident and disability insurance specified in Section 3.05b. will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) three (3) years after the date of a Change in Control Termination, whichever is earlier.
c. An amount equal to three (3) times the maximum award that Employee could receive under the Company’s annual bonus plan for the fiscal year in which the Change in Control Termination occurs, instead of the benefits provided in Section 3.05c hereof.
d. All other rights and benefits specified in Section 3.05 and in the LTIP and any other equity incentive plans maintained by the Company and agreements thereunder. In the event of Employee’s Change in Control Termination or resignation under Section 4.03, Employee is entitled only to the termination payments and benefits described in this Section 4.02.
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event Employee is terminated within two (2) years following a Change in Control, Employee will receive the payments and benefits specified in the “Termination Without Change in Control” Section at the same time and in the same manner therein specified except as amended and modified below:
a. The salary and benefits specified in Section 3.05(a) will be paid based upon a multiple of two (2) years (instead of one (1) year).
b. Life, health, accident and disability insurance specified in Section 3.05(b) will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of Termination, whichever is earlier.
c. An amount equal to two (2) times the maximum award that Employee could receive under the Company’s annual bonus plan for the fiscal year in which the Termination occurs, instead of the benefits provided in Section 3.05(c) hereof.
d. Section 3.05(d) is modified such that the time for exercising any option will extend to the later of (i) the date that is two (2) years after the date of the Change in Control or (ii) the date that is 120 days after the date of Employee’s Termination; provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option.
e. All other rights and benefits specified in Section 3.05.
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event the Executive is terminated within two (2) years following a Change in Control, the Executive will receive the payments and benefits specified in the "Termination without Change in Control" Section in the same time and manner therein specified except as amended and modified hereby:
a. The salary and benefits specified in Section 3.05a. Will be paid based upon a multiple of two (2) years (instead of one (1) year).
b. Life, health, accident and disability insurance specified in section 3.05b. Will be provided until (i) Executive becomes re-employed or receives similar benefits from a different source or (ii) the duration of his COBRA entitlement, whichever is earlier.
c. All other rights and benefits specified in section 3.05.
CHANGE IN CONTROL TERMINATION PAYMENTS AND BENEFITS. In the event the Executive is terminated (except for cause) within two (2) years following a Change in Control, the Executive will receive the payments and benefits specified below:
a. An amount equal to two (2) full years of his base salary (including the amount allocated to the covenant not to compete), which base salary is here defined as twelve (12) times the then current monthly salary in effect for the Executive and all other benefits due him based upon the salary in effect on the Date of Termination (but not less than the highest annual base salary paid to the Executive during any of the three (3) years immediately preceding his Date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions.
b. The Company shall make available to Executive and his immediate family for a period of two (2) full years following the Date of Termination, life, health, accident and disability insurance which are not less than the highest benefits furnished to the Executive and his immediate family during the term of this Agreement.
c. An amount equal to two (2) times the target award that the Executive under the Company's annual bonus plan for the fiscal year in which the termination occurs, provided that if the Executive has deferred his award for such year under a Company plan, the payment due the Executive under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by the Executive.
