Change of Control Covered Termination Sample Clauses

Change of Control Covered Termination. Notwithstanding Section 4(a) above, if Employee’s employment terminates due to a Change of Control Covered Termination, Employee shall be entitled to receive the following: (i) a lump sum payment to be paid on his last day of employment equal to the higher of twelve (12) months of his then current Base Salary, or twelve (12) months of his Base Salary immediately prior to the effective date of the Change of Control; provided that such amount shall be subject to all required tax withholding; (ii) a lump sum payment to be paid on his last day of employment equal to one hundred percent (100%) of the target annual bonus for the period in which his employment is terminated; and (iii) provided that Employee elects continued coverage under federal COBRA law, Employer shall pay the premiums of Employee’s group health and dental insurance coverage, including coverage for Employee’s eligible dependents for a maximum period of twelve (12) months following the effective date of the Change of Control Covered Termination; provided however that Employer shall pay such premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the effective date of the Change of Control Covered Termination; and provided further, that Employer shall be relieved of its obligation under this Section 5(b)(iii) as of the effective date of Employee’s coverage by a health insurance plan of a subsequent employer.
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Change of Control Covered Termination. Notwithstanding Section 4(a) above, if Employee’s employment terminates due to a Change of Control Covered Termination, Employee shall be entitled to receive the following: (i) continued payment for twelve (12) months of Base Salary equal to the higher of his then current Base Salary or his Base Salary immediately prior to the effective date of the Change of Control; (ii) a payment to be paid over twelve (12) months equal to one hundred percent (100%) of the target annual bonus for the period in which his employment is terminated; and (iii) provided that Employee elects continued coverage under federal COBRA law, Employer shall pay the premiums of Employee’s group health and dental insurance coverage, including coverage for Employee’s eligible dependents for a maximum period of twelve (12) months following the effective date of the Change of Control Covered Termination; provided however that Employer shall pay such premiums for Employee’s eligible dependents only for coverage for which those eligible dependents were enrolled immediately prior to the effective date of the Change of Control Covered Termination; and provided further, that Employer shall be relieved of its obligation under this Section 5(b)(iii) as of the effective date of Employee’s coverage by a health insurance plan of a subsequent employer. (iv) In addition, any restricted stock, options or other equity based awards shall become fully vested.
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Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company shall make a lump sum payment to Executive equal to (i) twelve (12) months of Executive's Base Salary plus (ii) an amount equal to one times the annual performance bonus received by the Executive during the year preceding the effective date of the Covered Termination, less (iii) the total of any amounts payable to Executive pursuant to the letter agreement dated November 29, 1995 between the Company and Executive, as amended (the "Letter Agreement"), other than amounts payable for reimbursement of COBRA payments; and (B) to the extent not payable under the Letter Agreement, the Company will reimburse Executive for the cost of Executive's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a twelve (12) month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Executive will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Executive upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination. 4.
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Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control: (a) During the Benefit Period, the Company shall pay to Executive, every two weeks in accordance with Company' standard payroll practices, Executive's Biweekly Base Salary immediately prior to the effective date of such Covered Termination. In the event that Executive dies during such Benefit Period, Company agrees that it shall pay any payments remaining unpaid under this Section 3(b) as a death benefit to Executive's estate on the same terms; (b) Company shall make a lump sum payment to Executive within two weeks of the effective date of the Change of Control Covered Termination equal to one-half (1/2) times the average of the annual performance bonus received by the Executive over the three year period preceding the effective date of the Covered Termination; (c) Company will recommend to the Company's Option Committee for such Option Committee to cause all unvested options to purchase the stock of the Company previously granted to Executive to vest as of the date of such Covered Termination.
Sample 1
Change of Control Covered Termination. If a Covered Termination shall occur on or before the Expiration Date: (a) During the Benefit Period, the Company shall pay to Executive, every two weeks in accordance with Company's standard payroll practices, Executive's Biweekly Base Salary immediately prior to the effective date of such Covered Termination. In the event that Executive dies during such Benefit Period, Company agrees that it shall pay any payments remaining unpaid under this Section 3(b) as a death benefit to Executive's estate on the same terms; (b) The Company shall make a lump sum payment to Executive within two weeks of the effective date of the Covered Termination equal to one-half (1/2) times the average of the annual performance bonus received by the Executive over the three year period preceding the effective date of the Covered Termination; and (c) The following modification shall apply to the vesting provisions of all outstanding options to purchase the Company's Common Stock held by Executive (the "Outstanding Options") as follows: 1) upon Executive completing one year of service following a Change of Control, vesting of Outstanding Options will accelerate by 12 months; and 2) should Executive's employment terminate pursuant to a Covered Termination within 12 months following a Change in Control, vesting of Executive's Outstanding Options will accelerate by two years from the date of the Change in Control. Should Executive's employment voluntarily terminate within one (1) year following a Change in Control, vesting of Outstanding Options will be subject to no additional acceleration beyond those terms contained in the Executive's option agreement,
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Change of Control Covered Termination. If a Change of Control shall ------------------------------------- occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company or Americas shall make a lump sum payment to Executive equal to (i) twelve (12) months of Executive's Base Salary plus (ii) an amount equal to one times the annual performance bonus received by the Executive during the year preceding the effective date of the Covered Termination; and (B) the Company or Americas will reimburse Executive for the cost of Executive's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a twelve (12) month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Executive will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Executive upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination. The obligations of the Company and Americas hereunder shall be joint and several.
Sample 1
Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company shall make a lump sum payment to Associate equal to (i) one half of Associate's Base Salary plus (ii) an amount equal to one-half (1/2) times the annual performance bonus received by the Associate, excluding Guaranteed Bonus, during the year preceding the effective date of the Covered Termination; and (B) the Company will reimburse Associate for the cost of Associate's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a six month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Associate will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Associate upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination.
Sample 1
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Change of Control Covered Termination. If a Change of Control shall occur on or before the Expiration Date and if a Covered Termination shall occur within one year after the Change of Control, then: (A) on the effective date of such Covered Termination, the Company shall make a lump sum payment to Executive equal to (i) twelve (12) months of Executive's Base Salary plus (ii) an amount equal to one times the annual performance bonus received by the Executive during the year preceding the effective date of the Covered Termination; and (B) the Company will reimburse Executive for the cost of Executive's COBRA payments (at the level of coverage, including dependent care coverage, as in effect immediately prior to such Covered Termination) under the Company's health insurance plans for a twelve (12) month period following the date of the Covered Termination. The amount of such reimbursement will be grossed up so that Executive will receive an amount equal to the COBRA payments, after taking into account all applicable taxes. The payments to be made to Executive upon a Covered Termination are in addition to the payments made to employees by the Company upon termination in the ordinary course, such as reimbursement for business expenses and vacation pay through the date of termination. 4.
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Related to Change of Control Covered Termination

  • Covered Termination “Covered Termination” shall mean Executive’s Constructive Termination or the termination of Executive’s employment by the Company other than for Cause.

  • Change of Control Termination If, during a Protected Period following a Change of Control, the Company terminates Executive’s employment during the Term without Cause, Executive resigns his employment upon the expiration of the Term following the Company’s election not to extend the Term, or Executive resigns his employment during the Term for Good Reason, then Executive shall be entitled to receive (i) payment of the Accrued Obligation and any unreimbursed business expenses and (ii) subject to the satisfaction of any applicable performance targets, as described in Section 3.3, any of Executive’s unpaid Bonuses with respect to a previous calendar year completed prior to the Date of Termination (without regard to any requirement that Executive remain employed through the date of determination of such Bonuses). In addition, subject to Executive’s (x) delivery to the Company by the Release Expiration Date (and non-revocation in any time provided to do so) of an executed Release and (y) compliance with Articles V, VI, and VII, Executive shall also be entitled to receive: (1) a payment of the Annual Bonus for the calendar year during which Executive’s employment is terminated at the target level; (2) any and all long-term equity compensation awards granted to Executive under any plan not previously vested shall become fully vested, with any unexercised options as of the Date of Termination remaining exercisable for the full term thereof; provided, however, that, with respect to any award that is intended to be performance-based compensation under Section 162(m) of the Code, such award shall be paid at the target level without regard to any performance goal otherwise applicable thereto; (3) a lump sum payment of an amount equal to three (3) times the sum of (A) the annualized rate of Executive’s Base Salary as in effect on the Date of Termination and (B) Executive’s target Annual Bonus for the calendar year in which the Date of Termination occurs; and (4) a lump sum payment of an amount equal to all COBRA premiums that would be payable during the period beginning on the Date of Termination and ending on the date that is three (3) years after the Date of Termination, assuming Executive and his dependents who were enrolled in the Company’s group health plans as of the Date of Termination elected continuation coverage under the Company’s group health plans as in effect, and at the applicable COBRA rates, as of the Date of Termination, without regard to whether Executive and his dependents actually elected such coverage or whether actual COBRA coverage is applicable for the above-referenced time period.

  • Change in Control Termination (a) Notwithstanding any other provision contained herein, if the Executive’s employment hereunder is terminated by the Executive for Good Reason or by the Company on account of its failure to renew the Agreement in accordance with Sections 1 and 5, or without Cause (other than on account of the Executive’s death or Disability), in each case within twenty-four (24) months following a Change in Control, the Executive shall be entitled to receive the Accrued Amounts and, subject to the Executive’s compliance with Section 6, Section 7, Section 8 and Section 9 of this Agreement, and his execution of a Release which becomes effective within thirty (30) days following the Termination Date, the Executive shall be entitled to receive the following: (i) a lump sum payment equal to two (2) times the sum of the Executive’s Base Salary and Target Bonus for the year in which the Termination Date occurs (or if greater, the year immediately preceding the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date: provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year; and, (ii) a lump sum payment equal to the Executive’s Target Bonus for the fiscal year in which the Termination Date (as determined in accordance with Section 5.6) occurs (or if greater, the year in which the Change in Control occurs), which shall be paid within thirty (30) days following the Termination Date; provided that, if the Release Execution Period begins in one taxable year and ends in another taxable year, payment shall not be made until the beginning of the second taxable year. (b) Notwithstanding the terms of any equity incentive plan or award agreements, as applicable: (i) all outstanding unvested stock options or stock appreciation rights granted to the Executive during the Employment Term shall become fully vested and exercisable for the remainder of their full term; (ii) all outstanding equity-based compensation awards other than stock options or stock appreciation rights that are not intended to qualify as performance-based compensation under Section 162(m)(4)(C) of the Code shall become fully vested and the restrictions thereon shall lapse; provided that, any delays in the settlement or payment of such awards that are set forth in the applicable award agreement and that are required under Section 409A shall remain in effect; and, (iii) all outstanding equity-based compensation awards other than stock options and stock appreciation rights that are intended to constitute performance-based compensation under Section 162(m)(4)(C) of the Code shall remain outstanding and shall vest or be forfeited in accordance with the terms of the applicable award agreements, if the applicable performance goals are satisfied. (c) For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the Effective Date:

  • Qualifying Termination If, prior to Executive’s attainment of age 65, Executive’s employment is involuntarily terminated by the Company without Cause (and other than due to his Disability) or is voluntarily terminated by Executive for Good Reason, in either case only during the period commencing on the occurrence of a Change in Control of the Company and ending on the second anniversary of date of the Change in Control (“Protection Period”), then the Company shall pay or provide Executive with: (i) Executive’s Accrued Obligations, payable in accordance with Section 8(a)(i); (ii) Any unpaid annual cash incentive award earned with respect to any fiscal year ending on or preceding the date of termination, payable when awards are paid generally to senior executives for such year; (iii) A pro-rated annual cash incentive for the fiscal year in which such termination occurs, the amount of which shall be based on target performance and a fraction, the numerator of which is the number of days elapsed during the performance year through the date of termination and the denominator of which is 365, which pro-rated annual cash incentive award shall be paid when awards are paid generally to senior executives for such year; (iv) A lump sum severance payment in the aggregate amount equal to the product of (A) the sum of (1) Executive’s highest Base Salary during the Protection Period plus (2) his annual target annual cash incentive award multiplied by (B) two (2); provided, unless the Change of Control occurring on or preceding such termination also meets the requirements of Section 409A(a)(2)(A)(v) and Treasury Regulation Section 1.409A-3(i)(5) (or any successor provision) thereunder (a “409A Change in Control”), the amount payable to Executive under this subparagraph (iv) shall be paid to Executive in equal semi-monthly payroll installments over a period of twenty-four (24) months, not in a lump sum, to the extent necessary to avoid the application of Section 409A(a)(1)(A) and (B); (v) Subject to Executive’s continued co-payment of premiums, continued participation for two (2) years in the Company’s medical benefits plan which covers Executive and his eligible dependents upon the same terms and conditions (except for the requirements of Executive’s continued employment) in effect for active employees of the Company. In the event Executive obtains other employment that offers substantially similar or more favorable medical benefits, such continuation of coverage by the Company under this subsection shall immediately cease. The continuation of health benefits under this subsection shall reduce the period of coverage and count against Executive’s right to healthcare continuation benefits under COBRA; and (vi) Payments falling under Section 10(b)iv shall, if to be paid in a lump sum pursuant to such section, be paid within ten (10) business days after the Executive’s termination of employment. Provided, to the extent applicable under Section 409A as a “deferral of compensation,” and not as a “short-term deferral” under Treasury Regulation Section 1.409A-1(b)(4), the payments and benefits payable to Executive under this Section 10(b) shall be subject to the Safe Harbor and Postponement provided at Section 8(c)(iv).

  • Required Termination If a court of competent jurisdiction or Government Authority issues a final non-appealable order or judgment holding that all or part of the Agreement or all or a part of the Services offered under the Agreement are in violation of any Law (each, a “Judgment”), the affected party has the right to terminate those portions of the Agreement that are part of such Judgment by providing the other party with written notice of its intent to terminate such portions of the Agreement, and subject to Section II.E, such termination of such portions of the Agreement will be effective as of the date specified in such notice.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur: (I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I); (II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and (III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

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