Common use of Change of Board Clause in Contracts

Change of Board. In the event of a change in the composition of the Employer's Board of Directors ("Existing Board") resulting in a majority of the present directors of Employer not constituting a majority ("Board Change") and Employee elects within 120 days of said majority change to sever his/her employment with Employer or if Employee is terminated by Employer within 120 days of said Board change, Employee shall be entitled to severance pay equal to one (1) year of Employee's most recent base compensation and one year of continuing medical insurance coverage and all stock options previously granted to Employees shall become fully vest to Employee. Not withstanding the above, directors of Employer who were elected by or on recommendation of Existing Board shall be excluded in determining that a change in the majority of existing Board has taken place.

Appears in 3 contracts

Samples: Executive Employment Agreement (California Culinary Academy Inc), Executive Employment Agreement (California Culinary Academy Inc), Executive Employment Agreement (California Culinary Academy Inc)

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Change of Board. In the event of a change in the composition of the Employer's Board of Directors ("Existing Board") resulting in a majority of the present directors of Employer not constituting a majority ("Board Change") and Employee elects within 120 days of said majority change to sever his/her employment with Employer or if Employee is terminated by Employer within 120 days of said Board change, Employee shall be entitled to severance pay equal to one (1) year of Employee's most recent base compensation and one year of continuing medical insurance coverage and all stock options previously granted to Employees shall become fully vest to Employee. Not withstanding Notwithstanding the above, directors of Employer who were elected by or on recommendation of Existing Board shall be excluded in determining that a change in the majority of existing Board has taken place.

Appears in 1 contract

Samples: Executive Employment Agreement (California Culinary Academy Inc)

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