Change of Control Employment Agreement Sample Clauses

Change of Control Employment Agreement. The Employee and the Company acknowledge that they have also entered into an Amended and Restated Change of Control Employment Agreement (“COC Agreement”) of even date herewith. Upon the occurrence of the Effective Date as defined in the COC Agreement, this Agreement will terminate and will be superseded by the COC Agreement, except that such termination will not relieve the Company of its obligation to pay any amount earned and payable prior to the termination of this Agreement.
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Change of Control Employment Agreement. Xxxxxx X. Xxxxxxxx and MDU Resources Group, Inc. are parties to a Change of Control Employment Agreement dated November 11, 1998. Xxxxxx X. Xxxxxxxx acknowledges that no “Change of Control” has occurred, as that term is defined in that agreement and that agreement is hereby terminated.
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Change of Control Employment Agreement. Ronald D. Tipton and MXX Xxxxxxxxx Xxxup Inc. are parties to a Change of Control Employment Agreement dated November 1, 1998. Ronald D. Tipton acknoxxxxxxx xxxx xx "Change of Control" has occurred, as that term is defined in that agreement and that agreement is hereby terminated.
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Change of Control Employment Agreement. The Executive and the Company are entering into the Change of Control Employment Agreement of even date herewith.
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Change of Control Employment Agreement. Executive will be extended a Company Change of Control Employment Agreement applicable to its other senior executive officers.
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Change of Control Employment Agreement. Employee shall receive an amount in cash equal to the amounts determined under Section 6(b)(i) of the COC Agreement (which amount equals $2,971,492, assuming for purposes of the “Pro-Rata Bonus” (as defined in the COC Agreement) that the Closing occurs on October 1, 2008) as if the Employee terminated his employment for Good Reason immediately following the Closing (the “COC Agreement Payment”). The COC Agreement Payment shall be paid in a lump sum in cash on the later of (i) the date that is seven business days following the Effective Date or (ii) January 2, 2009; provided that, if the Closing occurs prior to January 1, 2009 and Employee’s employment with Employer terminates for any reason prior to January 1, 2009 and as of the date of such termination Employee is not a Specified Employee, the COC Agreement Payment shall be paid no later than 30 days after such date of termination; provided, further, that, if the Closing occurs prior to January 1, 2009 and Employee’s employment with Employer terminates for any reason prior to January 1, 2009 and as of the date of such termination Employee is a Specified Employee, the COC Agreement Payment shall be paid on the Delayed Payment Date. Further provided that, notwithstanding anything to the contrary contained in paragraph 6 hereof, if Employee’s employment hereunder terminates for any reason or no reason prior to October 1, 2011, Employer shall, as successor to HRH following the Merger, provide Employee with any amounts and/or benefits required to be provided under Sections 6(b)(ii), (iii) and (iv) of the COC Agreement, in accordance with the terms of the COC Agreement, (subject to and including any provisions within the COC Agreement relating to Section 409A); provided, that the welfare benefits under Section 6(b)(ii) of the COC Agreement shall be provided to Employee at a level that is no less favorable than the benefits being provided to Employee as of immediately prior to the date of termination. In addition, notwithstanding anything contained herein to the contrary, Employer shall also have the rights and responsibilities of the “Company” (as such term is defined in the COC Agreement) set forth in Section 8 (entitled “Full Settlement”) and Section 9 (entitled “Certain Additional Payments by the Company”) of the COC Agreement; provided, however, that (i) Employee’s right to legal fees under Section 8 of the COC Agreement shall be limited to claims relating to the COC Agreement and the Surviving Obligations ...
Sample 1
Change of Control Employment Agreement. AGREEMENT by and between HILB ROGAL & XXXXX COMPANY, a Virginia corporation (the “Company”), and F. XXXXXXX XXXXXXX (the “Executive”), dated as of the 15th day of October, 2005. The Board of Directors of the Company (the “Board”), has determined that it is in the best interests of the Company and its shareholders to assure that the Company will have the continued dedication of the Executive, notwithstanding the possibility, threat or occurrence of a Change of Control (as defined below) of the Company. The Board believes it is imperative to diminish the inevitable distraction of the Executive by virtue of the personal uncertainties and risks created by a pending or threatened Change of Control and to encourage the Executive’s full attention and dedication to the Company currently and in the event of any threatened or pending Change of Control, and to provide the Executive with compensation and benefits arrangements upon a Change of Control which ensure that the compensation and benefits expectations of the Executive will be satisfied and which are competitive with those of other corporations. Therefore, in order to accomplish these objectives, the Board has caused the Company to enter into this Agreement.
Sample 1
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Related to Change of Control Employment Agreement

  • Termination of Employment Agreement (a) Effective as of the Effective Date and immediately prior to the Effective Time, the Employment Agreement is hereby terminated and shall be of no further force or effect whatsoever; provided, however, that, and notwithstanding anything in this Agreement to the contrary, such termination shall be contingent on the closing of the Merger.

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination of Employment Agreements Any and all Employment Agreements entered into between the Company or any of its Subsidiaries and the Executive prior to the date of this Agreement are hereby terminated.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

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