Compensation Upon Change in Control a. For purposes of the Agreement, "Change of Control" means the occurrence of any of the following events:
Compensation Upon Change in Control. In the event of a Change in Control of the Company that results in: (i) Executive’s termination without Cause, or (ii) Executive’s resignation for “Good Reason,” which for purposes of this Agreement shall mean either (a) a material diminution in Executive’s duties, title or compensation, or (b) a requirement that Executive relocate more than fifty (50) miles from the Company’s Home Office location, any of which event occurs within one (1) year of the change in control (a “Triggering Event”), Executive will receive the following benefits within fourteen (14) days after receipt by the Company of a general release duly signed by the Executive that releases the Company from all of the Executive’s actual or potential claims against InterMune:
Compensation Upon Change in Control. Following a Change in Control of the Company, all options and shares of restricted stock granted or issued to you under the Company’s Amended and Restated 2003 Stock Incentive Plan or any other stock incentive plan of the Company shall become exercisable and vested in full on the date of the Change in Control.
Compensation Upon Change in Control a. For purposes of this Agreement, a "Change in Control" of Employer shall be deemed to have occurred at such time as:
i. any "person" (as the term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of voting securities of Employer representing more than 50% of Employer's outstanding voting securities or rights to acquire such securities except for any voting securities issued or purchased under any employee benefit plan of Employer or its subsidiaries; or
ii. individuals who constitute the Board on the date hereof (the "Incumbent Board") cease for any reason to constitute at least a majority thereof, provided that any person becoming a director subsequent to the date hereof whose election was approved by a vote of at least three-quarters of the directors comprising the Incumbent Board, or whose nomination for election by Employer's stockholders was approved by a Nominating Committee solely composed of members which are Incumbent Board members, shall be, for purposes of this clause (ii), considered as though he were a member of the Incumbent Board; or
iii. a plan of reorganization, merger, consolidation, sale of all or substantially all of the assets of Employer or similar transaction occurs or is effectuated in which Employer is not the resulting entity; provided, however, that such an event listed above will be deemed to have occurred or to have been effectuated upon receipt of all required regulatory approvals not including the lapse of any required waiting periods; or
iv. the Board determines in its sole discretion that a Change in Control has occurred. EXECUTION COPY
Compensation Upon Change in Control. Notwithstanding any other provision in this Agreement, if there is a “change in control” of the Corporation (as hereinafter defined) during the Term of this Agreement, and within twelve (12) months thereafter, either (1) the Executive is terminated Without Cause (as hereinafter defined in section F) or (2) the Executive’s responsibilities are significantly reduced and, as a result, the Executive terminates his employment pursuant to section J, the Executive shall be entitled to the compensation and benefits set forth below.
Compensation Upon Change in Control. If a Change in Control occurs, the Company will pay the Executive a bonus of $125,000 six months after the closing of the transaction constituting a Change in Control occurs, subject to fulfillment of all the conditions described in Section 4.
Compensation Upon Change in Control. Notwithstanding any provision in the Agreement to the contrary, at the time of a Change in Control, the Employee shall have the option to resign from his position and receive a severance payment equal to two (2) times the Employee’s Base Salary in effect at the time of the resignation. In the event that the Employee does not resign, but the Employee is then terminated or forced to resign as a result of a Change in Control, whether immediately or, at any time during the term of the Agreement pursuant to Section 8(B) or 8(C) of the Agreement, the Employee shall receive a severance payment equal to two (2) times the Employee’s Base Salary in effect at the time the termination occurs.
Compensation Upon Change in Control. If your employment with the Company is terminated by the Company (other than for Cause, Disability or your death) or by you for Good Reason within twelve (12) months following a Change in Control of the Company, all options and shares of restricted stock granted or issued to you under the Company’s Amended and Restated 2003 Stock Incentive Plan or any other stock incentive plan of the Company shall become exercisable and vested in full on the Date of Termination.
Compensation Upon Change in Control. Notwithstanding any other provision in this Agreement, if there is a “change in control” of the Corporation (as hereinafter defined) during the Term of this Agreement, and within twelve (12) months thereafter, either (1) the Executive is terminated Without Cause (as hereinafter defined in section F) or (2) the Executive’s responsibilities are significantly reduced and, as a result, the Executive terminates his employment pursuant to section J, the Executive shall be entitled to the compensation and benefits set forth below. For purposes of this provision, it shall not be considered a significant reduction in the Executive’s responsibilities if changes in these responsibilities are those that would be normally anticipated as a result of the Corporation becoming a subsidiary or a division of another company and thus no longer a separately traded public company, provided that the Executive has responsibilities that would customarily be associated with those of a vice president, sales and marketing, of a subsidiary or a sales manager of a division of a public company.
Compensation Upon Change in Control. (i) If, within three years following a Change in Control, the employment of the Employee is terminated by the Employer other than for Disability or under circumstances described in section 5.4 above or if the Employee terminates her employment for Good Reason (all subject to section 5 above) or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above, then Employer shall pay to the Employee as a lump sum on the fifth business day following Employee's last day worked the amounts in clauses (a) through (d) below:
(a) the Employee's full unpaid base salary accrued through the date of termination of this Agreement;
(b) in lieu of any further salary payments for periods subsequent to the date of termination of this Agreement, payment of the Employee's monthly base salary at the time of the Change in Control plus any increases therein multiplied by 24;
(c) in lieu of any future annual bonus payments (except as provided in clause (d) below) the average of the annual bonus paid to the Employee for the two years immediately preceding the Change in Control multiplied by two; and
(d) a portion of the annual bonus for the year in which the termination of employment occurs, paid within 45 days after approval of the consolidated audited financial statements for that year by Employer's Board of Directors and by OIL's Board of Directors, with the amount thereof multiplied by a fraction, the numerator of which is the number of days in the year through the date of termination of employment and the denominator of which is 365, and any unpaid annual bonus for any completed year.
(ii) If, within three years following a Change in Control, the Employer shall terminate the Employee's employment (other than for Disability or under circumstances described in section 5.4 above) or if, within 180 days following a Change in Control, Employee terminates the employment pursuant to section 5.1 above, or if the Employee terminates her employment for Good Reason, the Employer shall maintain in full force and effect, for the Employee's continued benefit for a two year period after her last day worked, or until Employee obtains new employment, whichever is earlier, all employee health, accident, life insurance, disability and other employee welfare benefit plans, programs or arrangements (including pension accruals and loss of work capacity insurance payments to Employee's Managers' Insurance Policy) in which Employee was participati...
