Compensation Upon Termination After a Change in Control. Subject to Section 9 hereof, if within two years of a Change in Control, the Executive's employment by an Employer shall be terminated in accordance with Section 3(a) (the "Termination"), the Executive shall be entitled to the following payments and benefits:
Compensation Upon Termination After a Change in Control. (a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in a lump sum cash payment on the fifth (5th) day following your Date of Termination, an amount equal to two (2) times the higher of; (1) your salary immediately prior to your Date of Termination, or (2) your highest salary during the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs or, if greater, the prior three (3) fiscal years preceding the fiscal year in which the Change in Control of the Company occurs.
Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6:
Compensation Upon Termination After a Change in Control. (a) If your termination is a Qualifying Termination, then the Company shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in a lump sum cash payment on the fifth (5th) day of the seventh calendar month following the month in which occurs your Date of Termination, an amount equal to three (3) times the sum of (i) your highest annual base compensation plus (ii) the highest target annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the prior three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs.
Compensation Upon Termination After a Change in Control. The provisions of this Section 5 set forth certain terms of an agreement reached between the Employee and the Company regarding the Employee’s rights and obligations upon the occurrence of a Change in Control (as defined below) of the Company. These provisions are intended to assure and encourage in advance the Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding the Severance Amount and other benefits upon a termination of employment, if such termination of employment occurs within 18 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 18 months after the occurrence of a Change in Control.
Compensation Upon Termination After a Change in Control. (a) If your termination is a Qualifying Termination, then as consideration for and subject to your obligation to abide by the provisions contained in Section C, paragraph 4 (a) and (b) of this Agreement following a Qualifying Termination, the Company or the Subsidiary by which you were employed, as applicable, shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in a lump sum cash payment within five (5) business days following the first day of the seventh calendar month following the month in which your Date of Termination occurs, an amount equal to three (3) times the sum of (i) your highest annual base compensation plus (ii) the highest target annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs.
Compensation Upon Termination After a Change in Control. No benefits shall be payable under this Agreement unless a Change in Control shall have occurred. If your employment by the Company is terminated within two years after a Change in Control, then the Company will, as additional compensation for services rendered to the Company, pay to you the following amounts (subject to any applicable payroll or other taxes required to be withheld and employee benefit premiums):
Compensation Upon Termination After a Change in Control. (a) If within three (3) years after a Change in Control, the Executive's employment by the Company shall be terminated by the Company for any reason other than (i) the Executive's Disability, (ii) the Executive's Retirement, or (iii) for Cause, or if within three (3) years after a Change in Control, the Executive terminates his employment for Good Reason, the Company shall (subject only to any applicable payroll and other taxes required to be withheld) pay or cause to be paid to the Executive, a lump sum cash amount equal [two (2)][one and one-half (1.5)] times the sum of (i) Executive's base salary (including the annual
Compensation Upon Termination After a Change in Control. (a) If within three (3) years after a Change in Control, the Executive's employment by the Company shall be terminated by the Company for any reason other than (i) the Executive's Disability, (ii) the Executive's Retirement, or (iii) for Cause, or if within three (3) years after a Change in Control, the Executive terminates his employment for Good Reason, the Company shall (subject only to any applicable payroll and other taxes required to be withheld) pay or cause to be paid to the Executive, a lump sum cash amount equal to 2.99 times the sum of (i) Executive's base salary (including the annual amount of any automobile allowance) immediately prior to the Change in Control and (ii) the highest bonus paid to the Executive under the Company's executive incentive compensation plans during the three years preceding the Change in Control. In addition, Executive shall be entitled to (i) continued medical, dental and life insurance coverage for Executive and executive's eligible dependents on the same basis as in effect prior to Executive's termination of employment until the earlier of (A) the third anniversary of Executive's termination or (B) the commencement of comparable coverage with a subsequent employer; provided, however, that such continued -------- ------- coverage shall not count against any continued coverage required by law; (ii) payment, in a cash lump sum, of all amounts deferred by Executive under any non- qualified plan of deferred compensation maintained by the Company (notwithstanding the payment provisions of any such plans to the contrary) and any accrued but unused vacation time and (iii) three years of age and service credit for all purposes under all retirement plans of the Company; provided, however, that to the extent any increase in benefits which would -------- ------- result from such additional age and service credits could not be paid under the terms of any plan, the amount of such increase shall be calculated under the terms of each such plan and paid directly by the Company in the same form and at the same time that the benefits under each such plan are otherwise paid.
Compensation Upon Termination After a Change in Control. (a) If your termination is a Qualifying Termination, then as consideration for and subject to your obligation to abide by the provisions contained in Section C, paragraph 4 (a) and (b) of this Agreement following a Qualifying Termination, the Company shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in a lump sum cash payment within five (5) business days following the first day of the seventh calendar month following the month in which your Date of Termination occurs, an amount equal to two (2) times the sum of (i) your highest annual base compensation plus (ii) the highest target annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs.
