Change of Control Arrangements. 20.1 The Company has entered into a change of control clause, as outlined in Section 20 of this Employment Contract, with the named executive officer. This change of control clause will have an initial term until December 31st 2007 and which is automatically extended for one year upon each anniversary, unless a notice not to extend is given by the Company. If a change of control of the Company (as defined below) occurs during the term of the change of control contract, then the change of control clause becomes operative for a fixed three-year period. The change of control clause generally provide that the executive's terms and conditions of employment (including position, work location, compensation and benefit) will not be adversely changed during the three-year period after a change of control of the Company. If the Company terminates the executive's employment (other than for cause, death or disability), the executive terminates for good reason during such three-year period, or, in certain change of control transactions, the executive terminates employment for any reason during the 30-day period following the first anniversary of the change of control, and upon certain terminations prior to a change of control or in connection with or in anticipation of a change of control, the executive is entitled to receive the following payment and benefits of earned but unpaid compensation;
Change of Control Arrangements. The Company has heretofore made available to Parent a true and complete copy of each Employee Plan not filed with the SEC, including any amendments, pursuant to which the consummation by the Company of the transactions contemplated by this Agreement might (either alone or together with any other event) entitle any current or former officer, employee or independent contractor of the Company or any of its Subsidiaries to severance, bonus or other pay or accelerate the time of payment or vesting or trigger any payment of funding (through a grantor trust or otherwise) of compensation or benefits or might increase the amount payable or trigger any other material obligation pursuant to any Employee Plan other than any such Employee Plans applicable to the Company’s or its Subsidiaries’ non-U.S. employees (the “Foreign Severance Plans”) which the Company will make available as promptly as practicable after the date hereof.
Change of Control Arrangements. (a) Neither the execution and delivery of this Agreement, the Offer, the consummation of the Merger or the other transactions contemplated by this Agreement nor compliance with the terms hereof will (either alone or in conjunction with any other event), except as otherwise set forth in Section 4.11(a) of the Company Disclosure Letter, (i) entitle any current or former employee, officer, director or consultant of the Company (each, a “Company Participant”) to enhanced severance or termination pay, change in control or similar payments or benefits, (ii) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any payment or benefit to any Company Participant, (iii) trigger any payment or funding (through a grantor trust or otherwise) of any compensation or benefits under, increase the amount payable or trigger any other material obligation pursuant to, or increase the cost of, any Company Benefit Plan (as defined in Section 4.14(a)) or Company Benefit Agreement (as defined in Section 4.14(a)) or (iv) result in any breach or violation of, or a default under, any Company Benefit Plan or Company Benefit Agreement. Section 4.11(a) of the Company Disclosure Letter sets forth (x) the Company’s reasonable, good faith estimate of the payments and the fair market value of all non-cash benefits (other than benefits pursuant to Company Common Stock held by any Company Participant that does not constitute restricted shares as of the date hereof) that may become payable or be provided to each Company Participant under the Company Benefit Plans and Company Benefit Agreements (assuming for such purpose that such individual’s employment were terminated immediately following the Effective Time as if the Effective Time were the date hereof) and (y) the “base amount” (as defined in Section 280G(b)(3) of the Code) for each “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1), estimated as of the date of Closing.
(b) No Company Participant who is a “disqualified individual” (as such term is defined in Treasury Regulation Section 1.280G-1) is entitled to receive any additional payment (e.g., any Tax gross up or other payment) from the Company, Parent or any other Person in the event that the excise Tax required by Section 4999(a) of the Code is imposed on such disqualified individual.
Change of Control Arrangements. Executive is a participant in the Company’s Change of Control Severance Plan and also has a Change of Control Severance Agreement with the Company. After the Employment Termination Date, Executive will no longer be eligible to receive benefits under the Company’s Change of Control Severance Plan or Executive’s Change of Control Severance Agreement since each document requires both (1) a termination of employment and (2) a Change of Control to be eligible for benefits. THIS NON-COMPETE AGREEMENT (this “Agreement”) is effective as of January 14, 2015, and is by and between Newfield Exploration Company, a Delaware corporation (the “Company”) and Xxxxxxx X. Xxxxxxxxx, a retiring employee of the Company (“Retiring Employee”).
Change of Control Arrangements. (a) Prior to the Effective Time, the Seller Parties shall cause the Company and/or the Subsidiary (as applicable) to amend the Second Amended Employment Agreement, dated July 1, 2004, with Peter J. Walier, to provide that, as of the Effective Time, xxx xx xxx Xxxxxx Parties, and not the Company or the Subsidiary, shall be liable to Mr. Walier for any 2004 Retention Bonus (as defined therein) xxx xxx xxx Incentive and any Bonus Incentive (each as defined therein) payable thereunder in connection with the consummation of the transactions contemplated by this Agreement, and the Seller Parties shall make such payment pursuant to the Amended Employment Agreement, as so amended.
(b) Purchaser shall be responsible and shall pay or shall cause the Company or the Subsidiary to pay any severance-related Liabilities of the Company and the Subsidiary to officers and Employees of the Company and the Subsidiary that arise under the Employment Contracts after the Closing, including any severance-related Liabilities arising from the resignations or terminations required by Section 2.5(j) hereof.
Change of Control Arrangements. Executive is a participant in the Company’s Change of Control Severance Plan and also has a Change of Control Severance Agreement with the Company. After the Employment Termination Date, Executive will no longer be eligible to receive benefits under the Company’s Change of Control Severance Plan or Executive’s Change of Control Severance Agreement since each document requires both (1) a termination of employment and (2) a Change of Control to be eligible for benefits. Employment Termination Date: May 31, 2009
Change of Control Arrangements. Except as set forth in Section 3.11 of the Company Disclosure Letter, neither the execution and delivery of this Agreement nor the consummation of the Merger or the other transactions contemplated by this Agreement, will (either alone or in conjunction with any other event, including termination of employment at or following the Effective Time) result in, cause the accelerated vesting or delivery of, or increase the amount or value of, any severance, termination or other payment or benefit to any director, officer, employee or consultant of the Company or any Subsidiary. Prior to the Effective Time and as contemplated by Section 5.13(d), the Company will have taken action with respect to the Company Benefit Plans and Benefit Agreements to provide reasonable assurances that (i) no amount paid or payable by the Company in connection with the Merger or the other transactions contemplated by this Agreement will be an "excess parachute payment" within the meaning of Section 280G of the Code, and (ii) no director, officer, employee or consultant will be subject to the excise tax under Section 4999 of the Code.
Change of Control Arrangements. 20.1 The Company has entered into a change of control clause, as outlined in Section 20 of this Employment Contract, with the named Executive officer. This change of control clause will have an initial term until December 31st 2007 and which is automatically extended for one year upon each anniversary, unless a notice not to extend is given by the Company. If a change of control of the Company (as defined below) occurs during the term of the change of control contract, then the change of control clause becomes operative for a fixed three-year period. The change of control clause generally provide that the executive's terms and conditions of employment (including position, work location, compensation and benefit) will not be adversely changed during the three-year period after a change of control of the Company. If the Company terminates the Executive's employment (other than for cause, death or disability), the executive terminates for good reason during such three-year period, or, in certain change of control transactions, the executive terminates employment for any reason during the 30-day period following the first anniversary of the change of control, and upon certain terminations prior to a change of control or in connection with or in anticipation of a change of control, the Executive is entitled to receive the following payment and benefits of earned but unpaid compensation; Four (4) times the executive's base compensation package as defined in clause 6.1. of this Employment Contract and plus the annual bonus (based on historic annual bonus]. The change of control clause also provides for payment of all legal fees and expenses incurred by the executive in enforcing any right or benefit provided by the change of control clause, as defined in this Employment Contract.
20.2 As a condition to receipt of these change of control benefits, the executive must remain in the employ of the Company and render services commensurate with his or her position until the executive is terminated pursuant to the provisions of the agreement. The executive must also agree to retain in confidence any and all confidential information known to him or her concerning the Company and its business so long as the information is not otherwise publicly disclosed.
20.3 In addition, pursuant to the Company's stock plans, upon a change of control of the Company (as defined below): [i] All outstanding options and stock appreciation rights that are not vested and exercisable become ful...
Change of Control Arrangements. 19.1 The provisions of Article 19 shall apply upon the commencement of the Employment and shall terminate on December 31st 2007. If a Change of Control of the Company (as defined below) occurs during the period that this Article is in effect, then this Article becomes operative for a fixed three-year period commencing upon the Change of Control. The Executive's terms and conditions of employment (including position, work location, compensation and benefit) shall not be adversely changed during the three-year period after a Change of Control of the Company. If the Company terminates the Executive's employment (other than for cause, death or disability), the Executive terminates employment for poor health, family or personal hardship reasons during such three-year period, or, the Executive terminates employment for any reason during the 30-day period following the first anniversary of the Change of Control, the Executive is entitled to receive the following payment and benefits of earned but unpaid compensation;
Change of Control Arrangements. MACDERMID shall have taken all action necessary (consistent with applicable Connecticut law) to (i) ensure that the purchase of the E&PD BUSINESS and the payment therefor, as provided herein, will not invoke any "change of control" or similar provisions in any agreement to which MACDERMID or any of its AFFILIATES is a party (including any employment, termination, credit agreement, stock option plan or stockholders rights plan) and (ii) approve the purchase of the E&PD BUSINESS and the payment therefor, as provided herein.
