Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” the Executive will be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following: (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below; (b) the individuals who, as of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof; (c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or, (d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Appears in 4 contracts
Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” Control (as hereafter defined) the Executive will be entitled to a lump sum payment (the "Change of Control Payment") within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwiseotherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreement) in an amount equal to two hundred percent (200%) of the sum of of: (a) the Executive’s 's then current Base Salary under paragraph 4.1 of this Agreement plus and (b) the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to Additionally, upon the occurrence of such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control all Equity Compensation granted to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid amount installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will bear interest at be paid in a lump sum contemporaneously with the per annum rate equal to twelve percent (12%)Change of Control Payment. For the purpose of this Agreement, a “"Change of Control” " means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty thirty percent (2030%) or more of either (i) the then outstanding shares of the Company's common stock of the Company (the “"Outstanding Company CHK Common Stock”") or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “"Outstanding Company CHK Voting Securities”"). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by MssrsXx. Xxxxxx X. XxXxxxxxx and/or Xxx X. XxxxMcClendon; (iv) any acquisition by any employee Executive benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 1512, 20032009, constitute the board Board of directors Directors (the “"Incumbent Board”") cease for any reason to constitute at least a majority of the board Board of directorsDirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s 's shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “"Business Combination”"), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s 's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee Executive benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty thirty percent (2030%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board Board of directors Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Appears in 4 contracts
Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” the Executive will be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) % or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (viv) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 15, 2003the date hereof, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) % of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) % or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Appears in 3 contracts
Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” the Executive will be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” Control (as hereafter defined) the Executive will be entitled to a lump sum payment (the “Change of Control Payment”) within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwiseotherwise including the acceleration of the 2008 Incentive Award Payments under paragraph 4.6 of this Agreement) in an amount equal to two hundred percent (200%) of the sum of of: (a) the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus and (b) the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to Additionally, upon the occurrence of such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control all Equity Compensation granted to the Executive under Section 4.3 of this Agreement will be immediately vested and the remaining unpaid amount installments of the 2008 Incentive Award under paragraph 4.6 of this Agreement will bear interest at be paid in a lump sum contemporaneously with the per annum rate equal to twelve percent (12%)Change of Control Payment. For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty thirty percent (2030%) or more of either (i) the then outstanding shares of the Company’s common stock of the Company (the “Outstanding Company CHK Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company CHK Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by MssrsXx. Xxxxxx X. XxXxxxxxx and/or Xxx X. XxxxMcClendon; (iv) any acquisition by any employee Executive benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 1512, 20032009, constitute the board Board of directors Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board Board of directorsDirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee Executive benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty thirty percent (2030%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board Board of directors Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Appears in 2 contracts
Samples: Employment Agreement (Chesapeake Energy Corp), Employment Agreement (Chesapeake Energy Corp)
Change of Control Payment. If, during (a) If Employee is employed by the term Company at the time of this Agreement, there is a “any Change of Control” Control (as defined below) of the Executive will Company, Employee shall be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(ai) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of (A) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential.
(ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee;
(iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and (iv) continued enrollment for a period of one year in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period.
(b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)") (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 13d3 promulgated under the Exchange ActAct as in effect from time to time) of twenty percent (20%) % or more of either (iA) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (iiB) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraphdirectors; provided, however, that the following acquisitions by a Person will shall not constitute a Change an acquisition of Controlcontrol: (i1) any acquisition directly from the Company; Company (iiexcluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company; , (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or , (v4) any acquisition by any corporation pursuant to a transaction which complies with reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (iA), (iiB) and (C) of subsection (iii) of paragraph this Section 7(b) are satisfied, or (c5) below;
(b) any acquisition by any Person who on the individuals who, as date of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least this Agreement is a majority director or officer of the board Company or is the beneficial owner of directors. Any individual becoming a director subsequent to the date hereof whose election, 20% or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority more of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets outstanding voting securities of the Company (a “Business Combination”"Affiliated Person"), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.;
Appears in 1 contract
Change of Control Payment. If, during (a) If Employee is employed by the term Company at the time of this Agreement, there is a “any Change of Control” Control (as defined below) of the Executive will Company, Employee shall be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(ai) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to the sum of Employee's then current annual salary plus the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential.
(ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee;
(iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Senior Long Term Plan; and
(iv) continued enrollment for a period of six months in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period.
(b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)") (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange ActAct as in effect from time to time) of twenty percent (20%) % or more of either (iA) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (iiB) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraphdirectors; provided, however, that the following acquisitions by a Person will shall not constitute a Change an acquisition of Controlcontrol: (i1) any acquisition directly from the Company; Company (iiexcluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company; , (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or , (v4) any acquisition by any corporation pursuant to a transaction which complies with reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (iA), (iiB) and (C) of subsection (iii) of paragraph this Section 7(b) are satisfied, or (c5) below;
(b) any acquisition by any Person who on the individuals who, as date of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least this Agreement is a majority director or officer of the board Company or is the beneficial owner of directors. Any individual becoming a director subsequent to the date hereof whose election, 20% or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority more of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets outstanding voting securities of the Company (a “Business Combination”"Affiliated Person"), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.;
Appears in 1 contract
Change of Control Payment. If(a) Subject to all of the conditions set forth in this Section 3.02(a), during each of the term individuals set forth on Schedule 3.02(a) (each a “Designated Individual”), attached hereto, shall be entitled to a Change of Control Payment pursuant to the terms of this AgreementSection 3.02. Each Designated Individual’s right to receive a Change of Control Payment on any Change of Control Payment Date is subject to all of the following conditions precedent: (i) EFSC must be subject to a Change of Control which is consummated prior to the expiration of the last Contingency Year, there (ii) the sum of the Company’s Pre-Tax Income for all Contingency Years completed prior to the occurrence of the Change of Control must equal or exceed the sum of all Threshold Pre-Tax Income amounts for all such Contingency Years; provided that the condition set forth in this clause (ii) shall be deemed satisfied if EFSC is subject to a Change of Control prior to December 31, 2008, and (iii) such Designated Individual shall have remained continuously employed with EFSC, its subsidiaries, Affiliates, successors or assigns through and including the applicable Change of Control Payment Date.
(b) Each Designated Individual’s aggregate Change of Control Payment shall equal an amount determined in accordance with the provisions of Schedule 3.02(a). The aggregate amount of all Change of Control Payments shall not, in any event, exceed $1,000,000.00.
(c) The Change of Control Payments, if any, shall be paid by EFSC or its successors or assigns on each of the first, second and third anniversary of the Change of Control described in the immediately preceding subsection (a) (each such date a “Change of Control” the Executive will be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Control Payment Date”). Any Change of Control under paragraph 4.2 Payment shall be in the form of cash.
(d) For the avoidance of confusion: (i) this Section 3.02 does not alter, amend, modify or waive any provision of the Employment Agreement to which a Designated Individual is a party, as such Employment Agreement is modified pursuant to an Employment Agreement Amendment, (ii) the termination of a Designated Individual’s employment with EFSC or its predecessor. The right subsidiaries or Affiliates prior to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose Payment Date for any length of this Agreement, time and for any reason or no reason shall constitute a “Change of Control” means the occurrence of any failure of the following:
(a) the acquisition by any individual, entity or group (within the meaning of condition set forth in Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii3.02(a)(iii) and (iii) EFSC, in its sole and absolute discretion, may engage in or refuse to engage in any Change of paragraph (c) below;
(b) the individuals who, as of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board of directors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the CompanyControl.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Enterprise Financial Services Corp)
Change of Control Payment. IfFollowing a Change in the Ownership, during or Effective Control of the term Company or in the Ownership of this Agreement, there is a Substantial Portion of the Company’s Assets (any one of which shall be referred to herein as a “Change of Control” ”), in the event Executive will be entitled to a payment terminates his employment with the Company for any reason or no reason, within the period commencing six (in addition to any other amounts payable to the Executive under this Agreement or otherwise6) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to and ending twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty percent (20%) or more of either (i) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute months after a Change of Control, or the Executive’s employment is terminated by the Company involuntarily (with or without cause) within twelve (12) months after a Change of Control, in lieu of any other payment specified in Section7, the Company shall immediately pay to Executive the sum of the following amounts: (i) any acquisition directly from the CompanyExecutive’s accrued Base Salary; (ii) any acquisition by the CompanyExecutive’s accrued vacation pay; (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxxreimbursement for expenses through the date of Change of Control; (iv) any acquisition by any employee benefit plan the accrued bonus for the calendar year ending prior to the date of termination (or related trust) sponsored or maintained by the Company or any corporation controlled by the Companyif not yet paid); or (v) any acquisition by any corporation pursuant an amount equal to a transaction which complies with clauses Executive’s Minimum Bonus accrued since the previous July 1; (i)vi) three (3) times the sum of Executive’s current annual Base Salary, (ii) plus Target Bonus; and (iii) of paragraph (c) below;
(bvii) the individuals whoRelocation Payment (the “Change of Control Payment”). The Change of Control Payment required by this Section 7.5.2 shall be reduced by Section 7.5.5 and may be limited by Section7.5.6 below; provided, as however, that in addition to the foregoing amounts, in the event a Change of Control does not occur on or prior to the later of (y) June 1530, 2003 or (z) the closing date of a Change of Control under an agreement entered into on or before March 31, 2003, constitute the board of directors (the “Incumbent Board”) cease for but such an event does occur subsequent to such date and any reason to constitute at least a majority portion of the board Change of directors. Any individual becoming a director subsequent Control Payment, together with any and all other amounts due and payable to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which Executive as a result of such transaction owns the Company or all or substantially all (including any amounts payable with respect to any stock options held by Executive), shall be deemed to be an “excess parachute payment” under Section 280G of the Company’s assets either directly or through one or more subsidiaries) in substantially Internal Revenue Code, the same proportions as their ownership, immediately prior to such Business Combination amount of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as Change of Control Payment shall be increased to a new amount (the case may be, “Modified Change of Control Payment”) such that the Modified Change of Control Payment less the sum of (iiA) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) the excise tax payable under Section 4999 of the Company or such corporation resulting from such Business CombinationInternal Revenue Code by Executive on the Change of Control Payment and (B) beneficially ownsany and all federal and state income, directly or indirectlyexcise and other tax payable by Executive on the difference between the Change of Control Payment and the Modified Change of Control Payment, twenty percent (20%) or more of, respectively, is equal to the then outstanding shares Change of common stock Control Payment.
5. New Section 7.5.5 of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination Amended and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.Restated Agreement is added as follows:
Appears in 1 contract
Samples: Executive Employment Agreement (Arv Assisted Living Inc)
Change of Control Payment. If, during the term of this Agreement, there is a “"Change of Control,” as defined below, the Executive will be entitled to a lump sum payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of of; (a) the Executive’s 's then current Base Salary under paragraph 4.1 of this Agreement plus and (b) the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. Additionally, all Equity Compensation granted to Executive under Section 4.3 of this Agreement shall be immediately vested upon the occurrence of such a Change of Control. If, the Executive’s employment is terminated as a result of the Change of Control and the Executive is a “specified employee” as defined in regulations under Section 409A of the Internal Revenue Code, such payment will commence on the first payroll payment date which is not less than six (6) months following the Termination Date. The right to such compensation is subject to the Executive’s 's continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid to the Executive within thirty (30) days after a the Change of Control Control, or following the date for which Executive is eligible for payment if a “specified employee”, the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%) (the provision for such interest is not intended to, and shall not be construed as altering the Company’s obligation to pay, and the Executive’s right to receive, such payment within thirty (30) days after a Change of Control). For the purpose of this Agreement, a “"Change of Control” " means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”")) (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty thirty percent (2030%) or more of either (i) the then outstanding shares of common CHK stock of the Company (the “"Outstanding Company CHK Common Stock”") or (ii) the combined voting power of the then outstanding voting securities of the Company CHK entitled to vote generally in the election of directors (the “"Outstanding Company CHK Voting Securities”"). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the CompanyCHK; (ii) any acquisition by the CompanyCHK; (iii) any acquisition by or sponsored by MssrsXx. Xxxxxx X. XxXxxxxxx and/or Xxx X. XxxxMcClendon; (iv) any acquisition by any employee Executive benefit plan (or related trust) sponsored or maintained by the Company CHK or any corporation controlled by the CompanyCHK; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 15, 20032006, constitute the board Board of directors Directors (the “"Incumbent Board”") cease for any reason to constitute at least a majority of the board Board of directorsDirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s CHK's shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company CHK (a “"Business Combination”"), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company CHK or all or substantially all of the Company’s CHK's assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee Executive benefit plan (or related trust) of the Company CHK or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty thirty percent (2030%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board Board of directors Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company CHK of a complete liquidation or dissolution of the CompanyCHK.
Appears in 1 contract
Change of Control Payment. If, during the term of this Agreement, there is a “Change of Control” Control (as hereafter defined) the Executive will be entitled to a lump sum payment (the “Change of Control Payment”) within thirty (30) days of the effective date of the Change of Control (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of of: (a) the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus and (b) the actual bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to Additionally, upon the occurrence of such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control all Equity Compensation granted to the unpaid amount Executive under Section 4.3 of this Agreement will bear interest at the per annum rate equal to twelve percent (12%)be immediately vested. For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of twenty thirty percent (2030%) or more of either (i) the then outstanding shares of the Company’s common stock of the Company (the “Outstanding Company CHK Common Stock”) or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company CHK Voting Securities”). For purposes of this paragraph, the following acquisitions by a Person will not constitute a Change of Control: (i) any acquisition directly from the Company; (ii) any acquisition by the Company; (iii) any acquisition by or sponsored by MssrsXx. Xxxxxx X. XxXxxxxxx and/or Xxx X. XxxxMcClendon; (iv) any acquisition by any employee Executive benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or (v) any acquisition by any corporation pursuant to a transaction which complies with clauses (i), (ii) and (iii) of paragraph (c) below;
(b) the individuals who, as of June 1511, 20032010, constitute the board Board of directors Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the board Board of directorsDirectors. Any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets of the Company (a “Business Combination”), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company CHK Common Stock and Outstanding Company CHK Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee Executive benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty thirty percent (2030%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board Board of directors Directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Incumbent Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.
Appears in 1 contract
Samples: Employment Agreement (Chesapeake Midstream Partners Lp)
Change of Control Payment. If, during (a) If Employee is employed by the term Company at the time of this Agreement, there is a “any Change of Control” Control (as defined below) of the Executive will Company, Employee shall be entitled to a payment (in addition to any other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to two hundred percent (200%) of the sum of the Executive’s then current Base Salary under paragraph 4.1 of this Agreement plus the bonuses paid to the Executive during the twelve (12) calendar months preceding the Change of Control under paragraph 4.2 of this Agreement or its predecessor. The right to such compensation is subject to the Executive’s continued compliance with each of the provisions of this Agreement. If the foregoing amount is not paid within thirty (30) days after a Change of Control the unpaid amount will bear interest at the per annum rate equal to twelve percent (12%). For the purpose of this Agreement, a “Change of Control” means the occurrence of any of the following:
(ai) within 10 days after the date of the Change of Control be paid a lump sum payment by the Company equal to one and one-half times the sum of (A) Employee's then current annual salary, plus (B) the full amount of the bonus Employee was eligible to receive for the fiscal year in which the Change of Control occurred, assuming for purposes hereof that Employee would have received 100% of Employee's bonus potential.
(ii) accelerated vesting and exercisability of all outstanding stock options and Employee shall have up to six months after the date of the Change of Control to exercise all operations previously granted to Employee;
(iii) accelerated vesting of all restricted shares previously awarded to Employee free from any "Lockup Period" that might otherwise apply pursuant to the Company's Strategic Long Term Plan; and
(iv) continued enrollment for a period of one year in the Company's group life and health insurance all on terms that are no less favorable to Employee than those that were in effect on the date of the Change of Control, whether or not Employee remains in the employ of the Company for any or all of such period.
(b) As used in this Agreement, "Change of Control" of the Company means: (i) The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the “"Exchange Act”)") (a “"Person”") of beneficial ownership (within the meaning of Rule 13d-3 13d3 promulgated under the Exchange ActAct as in effect from time to time) of twenty percent (20%) % or more of either (iA) the then outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (iiB) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”). For purposes of this paragraphdirectors; provided, however, that the following acquisitions by a Person will shall not constitute a Change an acquisition of Controlcontrol: (i1) any acquisition directly from the Company; Company (iiexcluding an acquisition by virtue of the exercise of a conversion privilege), (2) any acquisition by the Company; , (iii) any acquisition by or sponsored by Mssrs. Xxxxxx X. XxXxxxxxx and/or Xxx X. Xxxx; (iv3) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or , (v4) any acquisition by any corporation pursuant to a transaction which complies with reorganization, merger or consolidation, if, following such reorganization, merger or consolidation, the conditions described in clauses (iA), (iiB) and (C) of subsection (iii) of paragraph this Section 7(b) are satisfied, or (c5) below;
(b) any acquisition by any Person who on the individuals who, as date of June 15, 2003, constitute the board of directors (the “Incumbent Board”) cease for any reason to constitute at least this Agreement is a majority director or officer of the board Company or is the beneficial owner of directors. Any individual becoming a director subsequent to the date hereof whose election, 20% or nomination for election by the Company’s shareholders, is approved by a vote of at least a majority more of the directors then comprising the Incumbent Board will be considered a member of the Incumbent Board as of the date hereof, but any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Incumbent Board will not be deemed a member of the Incumbent Board as of the date hereof;
(c) the consummation of a reorganization, merger, consolidation or sale or other disposition of all or substantially all of the assets outstanding voting securities of the Company (a “Business Combination”"Affiliated Person"), unless following such Business Combination: (i) all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Outstanding Company Common Stock and Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than sixty percent (60%) of, respectively, the then outstanding shares of common stock and the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation which as a result of such transaction owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Common Stock and Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, twenty percent (20%) or more of, respectively, the then outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then outstanding voting securities of such corporation except to the extent that such ownership existed prior to the Business Combination and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement, or of the action of the Board, providing for such Business Combination; or,
(d) the approval by the shareholders of the Company of a complete liquidation or dissolution of the Company.;
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