Change of Control Terminations Sample Clauses

Change of Control Terminations. If Executive's employment with the Company is terminated without Cause or Executive resigns for any reason within six (6) months following a Change in Control, Executive will be entitled to all payments, rights and benefits provided pursuant to Section 6.1, except that (i) the Severance Period will be extended by nine (9) months; and (ii) all periodic payments will be converted to an undiscounted lump sum, payable immediately following upon termination. Subject to Section 6.2(b)(i), the amount payable under Section 6.2(a) will be made without regard to whether the deductibility of such payments (considered together with any other entitlements or payments otherwise paid or due to Executive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments would subject Executive to a Parachute Excise Tax. Notwithstanding the foregoing, if the Total Payments would, in the absence of this Section 6.2(b)(i), result in the imposition of a Parachute Excise Tax on Executive, then the Total Payments will be reduced to the extent necessary to eliminate the imposition of a Parachute Excise Tax; provided, however, that if the amount by which the Total Payments would be reduced pursuant to this Section 6.2(b)(i) exceeds 10% of the amount of the Total Payments, then the Total Payments will not be reduced and Section 6.2(b)(ii) will apply. Subject to Section 6.2(b)(i), if payment of the Total Payments result in the imposition of a Parachute Excise Tax, Executive will be entitled to an additional payment in an amount such that, after the payment of the Parachute Excise Tax with respect to the Total Payments and the payment of all federal and state income, employment and excise taxes on additional payment made pursuant to this Section 6.2(b)(ii), Executive will be in the same after-tax position as if no Parachute Excise Tax had been imposed.
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Change of Control Terminations. If the Corporation terminates the Executive's employment with the Corporation within six months after a change of control of the Corporation (as defined in Section 1.2), in addition to any benefits to which the Executive may be entitled under any of the Corporation's employee benefit programs, the Corporation will pay the Executive a severance allowance, subject to the Executive entering into a general release acceptable to the Corporation in its discretion. This severance allowance, which shall be paid only if the Executive is in full compliance with all of his obligations under this Agreement, shall be the continuation of the Executive's base salary, at the rate in effect on the date of termination, for the twelve (12) month period following termination. Payment of this severance allowance shall be made in installments on the regular paydays for senior executives. This severance allowance shall be reduced by any payments due to the Executive under any other severance program of the Corporation.
Sample 1

Related to Change of Control Terminations

  • 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:

  • 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.

  • Change of Control Benefits (i) If Executive's employment with the Company and its Subsidiaries is terminated at any time within the two years following a Change of Control by the Company and any of its Subsidiaries without Cause or by Executive for Good Reason (the effective date of either such termination hereafter referred to as the "Termination Date"), Executive shall be entitled to, and the Company shall be required to provide, subject to Executive's execution of a general release in favor of the Company substantially in the form attached hereto as Exhibit A (the "Release"), the payments and benefits provided hereafter in this Section 3 and as set forth in this Agreement. If Executive's employment by the Company and any of its Subsidiaries is terminated prior to a Change of Control by the Company and any of its Subsidiaries without Cause in connection with or in anticipation of a Change of Control, Executive shall be entitled to the benefits provided hereafter in Sections 3 and 4 and as otherwise set forth in this Agreement, but only if an anticipated Change of Control actually occurs, and Executive's Termination Date shall be deemed to have occurred immediately following the Change of Control. Notwithstanding the preceding sentence, in the event of any such termination, Executive shall continue to receive Executive's Base Salary at the annual rate in effect immediately prior to such termination (but not less than the annual rate in effect on the date of this Agreement) and any Bonus to which Executive would have been entitled had Executive remained employed until the date of the anticipated Change of Control, provided, however that such Base Salary and Bonus continuation shall end on the date of the anticipated Change of Control or the date that the agreement or other circumstance that would have resulted in the anticipated Change of Control terminates, whichever is applicable. Notice of termination without Cause or for Good Reason shall be given in accordance with Section 14, and shall indicate the specific termination provision hereunder relied upon, the relevant facts and circumstances and the Termination Date.

  • 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.

  • 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.

  • 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:

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Benefits Upon Change of Control The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change of Control or if Executive’s employment with the Company is terminated under the circumstances described herein.

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