Change of Control Qualifying Termination Sample Clauses

Change of Control Qualifying Termination. This Section 4(e) shall apply if (i) the Executive’s Qualifying Termination occurs during the two (2)-year period immediately following a Change of Control, or (ii) the Executive is terminated by the Company without Cause within the six (6)-month period immediately prior to a Change of Control (each, a “Change of Control Qualifying Termination”). To the extent a Change of Control Qualifying Termination occurs and the Executive is already receiving the benefits described in Section 4(d) in accordance with the terms thereof, the Executive shall no longer be eligible for the benefits described in Section 4(d) and instead shall be entitled exclusively to all of the benefits provided in this Section 4(e); provided, that, the benefits set forth under this Section 4(e) shall be reduced by any payments and benefits that the Executive already received in accordance with the terms of Section 4(d). For the avoidance of doubt, there shall be no duplication of the benefits under Section 4(d). If any such Change of Control Qualifying Termination occurs, the Executive (or the Executive’s estate, if the Executive dies after such termination and execution of the Release (as defined in Section 4(g)) but before receiving such amount) shall receive the benefits set forth in Section 4(d), except that (A) the Severance Multiple shall be (I) three (3), if such Change of Control occurs, or the Company enters into a definitive agreement that would result in a Change of Control if consummated, in each case, on or prior to the first anniversary of the Effective Date, and a Change of Control Qualifying Termination occurs in connection therewith; (II) two and one-half (2.5), if such Change of Control occurs, or the Company enters into a definitive agreement that would result in a Change of Control if consummated, in each case, after the first anniversary, but on or prior to the second anniversary, of the Effective Date, and a Change of Control Qualifying Termination occurs in connection therewith; and (III) as set forth in Section 4(d)(iii), if such Change of Control occurs, or the Company enters into a definitive agreement that would result in a Change of Control if consummated, in each case, after the second anniversary of the Effective Date, and a Change of Control Qualifying Termination occurs in connection therewith; (B) the Pro-Rata Bonus set forth in Section 4(d)(ii) shall be payable regardless of when in the applicable fiscal year the Termination Date occurs (i.e., the Pro-Rat...
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Change of Control Qualifying Termination. This Section 5(g) shall apply if the Executive’s Qualifying Termination (including a termination upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or Parent, as provided in Section 2 hereof) occurs (i) during the three (3)-month period immediately preceding, or (ii) the twelve (12)-month period immediately following, a Change of Control (as defined in the Omnibus Plan) (such period of time, the “Change of Control Protection Period”). In the event of any such Qualifying Termination during the Change of Control Protection Period, the Executive shall receive (i) the payments and benefits set forth in Section 5(f) (subject to the terms and conditions set forth therein), except that, if the Change of Control is a 409A Change of Control, any theretofore unpaid portion of the severance amount set forth in Section 5(f)(i)(B)a and Section 5(f)(i)(B)b shall be payable in a single lump sum no later than ten (10) days following the later of the Release Effective Date and the consummation of such 409A Change of Control and (ii) the Change of Control Vesting Credit.
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Change of Control Qualifying Termination. This Section 5(g) shall apply if the Executive’s Qualifying Termination (including a termination upon the expiration of the Employment Term due to a non-extension of the Agreement by the Company or Parent, as provided in Section 2 hereof) occurs (i) during the three (3)-month period immediately preceding, or (ii) the twelve (12)-month period immediately following, a Change of Control (as defined in the Omnibus Plan) (such period of time, the “Change of Control Protection Period”). In the event of any such Qualifying Termination during the Change of Control Protection Period, the Executive shall receive (i) the payments and benefits set forth in Section 5(f) (subject to the terms and conditions set forth therein), except that (A) the Severance Multiplier set forth in Section 5(f)(i)(B)a shall be 1.5 rather than 1.0, (B) the Severance Payment Schedule shall be payable for a period of eighteen (18) months, rather than twelve (12) months, and (C) the Benefits Continuation Period shall be for a period of eighteen (18) months, rather than twelve (12) months; provided, that if the Change of Control is a 409A Change of Control, any theretofore unpaid portion of the severance amount set forth in Section 5(f)(i)(B)a and Section 5(f)(i)(B)b shall be payable in a single lump sum no later than ten (10) days following the later of the Release Effective Date and the consummation of such 409A Change of Control and (ii) the Change of Control Vesting Credit.
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Change of Control Qualifying Termination. This Section 4.2(e) shall apply if the Executive’s Qualifying Termination occurs during (i) the six-month period prior to a Change of Control (as defined in the Severance Agreement) and primarily in contemplation of a Change of Control or (ii) the two-year period immediately following the Effective Date or a Change of Control (the “Protection Period”). If such Qualifying Termination occurs, the Executive shall, instead of the severance payments and benefits forth in in Section 4.2(c), be entitled to receive the severance payments and benefits set forth in the Severance Agreement, payable in accordance with the terms set forth therein; provided that, for purposes of Section 4.2(e)(i), the Change of Control shall constitute the Termination Date and the date as of which the Executive’s right to payments and benefits under the Severance Agreement becomes vested and payable. If a Change of Control would give rise to a payment under the Severance Agreement that constitutes “nonqualified deferred compensation,” the transaction or event constituting the Change of Control must also constitute a “change in control event” within the meaning of Code Section 409A to give rise to the payment, to the extent required by Code Section 409A.
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Change of Control Qualifying Termination. This Section 2(b) shall apply if the Executive’s Qualifying Termination occurs (i) during the three (3)-month period immediately preceding, or (ii) the twelve (12)-month period immediately following, a Change of Control (such period of time, the “Change of Control Protection Period”). In the event of any such Qualifying Termination during the Change of Control Protection Period, the Executive shall receive (i) the payments and benefits set forth in Section 2(a) (subject to the terms and conditions set forth therein), except that: (A) the Severance Multiplier set forth in Section 2(a)(i)(B)(1) shall be 1.5 rather than 1.0; (B) the Severance Payment Schedule shall be payable for a period of eighteen (18) months, rather than twelve (12) months; (C) in lieu of the Annual Bonus set forth in Section 2(a)(i)(B)(2), the Executive shall receive an amount equal to the Executive’s target Annual Bonus opportunity for the year in which such termination occurs (not taking into account any reduction constituting Good Reason) multiplied by a fraction, (1) the numerator of which shall equal the greater of (x) the number of days elapsed between (and inclusive of) January 1 of the applicable year and the date of such termination or (y) 183 days, and (2) the denominator of which shall equal the total number of days in such year, such pro rata target Annual Bonus to be payable to Executive over the Severance Payment Schedule at the same time that continued Base Salary is paid to the Executive in accordance with Section 2(a)(i)(B)(1) and Section 2(a)(ii) hereof; and (D) the Benefits Continuation Period shall be for a period of eighteen (18) months, rather than twelve (12) months; provided, that if the Change of Control is a 409A Change of Control, any theretofore unpaid portion of the severance amount set forth in Section 2(a)(i)(B)(1) and Section 2(a)(i)(B)(2) (as modified by this Section 2(b)) shall be payable in a single lump sum no later than ten (10) days following the later of the Release Effective Date and the consummation of such 409A Change of Control and (ii) to the extent more favorable to the Executive (but without duplication of any vesting credit provided under the applicable award agreement), any equity awards that are subject solely to service-vesting conditions shall, to the extent then unvested, become fully vested upon (and effective as of) the Date of Termination.
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Related to Change of Control Qualifying Termination

  • CIC Qualifying Termination If the Executive is subject to a CIC Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Qualifying Termination If the Executive is subject to a Qualifying Termination, then, subject to Sections 4, 9, and 10 below, Executive will be entitled to the following benefits:

  • Qualifying Terminations The occurrence of any one of the following events within twenty-four calendar months after a Change in Control of the Company will trigger the payment of Severance Benefits under this Agreement:

  • 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.

  • Change of Control Termination A termination of Executive’s employment by the Company without Cause, by Executive for Good Reason or by Executive upon the expiration of the Term following the Company’s election not to extend the Term, in any case during a Protected Period following a Change of Control, will entitle Executive to the benefits specified in Section 4.3(c).

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • 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 Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

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