Compensation Upon Termination Following a Change in Control. (A) If your employment shall be terminated for any reason otherwise than (x) as a result of your death, Disability or Retirement; (y) by you for other than Good Reason; or (z) by the Company or any of its subsidiaries for Cause, within two (2) years following a Change in Control (as defined in Section 2), then, if you sign a General Release in a form generally acceptable to the Company that releases the Company and its subsidiaries from any and all claims you may have against them and certifies your willingness to comply with Sections 6 and 7 of this Agreement, you shall be entitled to the benefits provided below:
(i) The Company or one of its subsidiaries shall pay you, not later than the fifth business day following the Date of Termination (“Payment Date”), the sum of your full base salary through the Date of Termination, as earned by you but not yet paid to you, at the salary level in effect on (x) the Date of Termination or (y) the day immediately preceding the date of the Change in Control, whichever is higher (“full base salary”), and your pro rata share of your annual incentive bonus payment in effect on the Date of Termination. The Company or one of its subsidiaries shall also pay you all other amounts to which you are entitled under any compensation plan of the Company applicable to you, at the time such payments are due; provided, however, that if such payments are nonqualified deferred compensation (as defined under Internal Revenue Code Section 409A) and you are a “Specified Employee” (as defined under Internal Revenue Code Section 409A) as of your date of Separation From Service, such payments shall not commence prior to the date six (6) months after the date of your Separation from Service (“Specified Employee Payment Date”). For purposes of this Section 4 and the other provisions of this Agreement, “your annual incentive bonus payment in effect on the Date of Termination” shall mean the target amount of your annual incentive bonus payment (under the Company’s Annual Incentive Bonus Plan or any successor plan) for the year in which the Notice of Termination is given. Your pro rata share of your annual incentive bonus payment in effect on the Date of Termination shall be that percentage of your annual incentive bonus payment in effect on the Date of Termination that is equal to the number of days in the fiscal year completed prior to the Date of Termination divided by 365.
(ii) On the Payment Date, or if you are a Specified Employee as of your...
Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (III) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance...
Compensation Upon Termination Following a Change in Control. The Executive shall be entitled to the severance benefits provided in Section 5 hereof if his employment is terminated within the Effective Period or the Window Period following a Change in Control of the Company (even if such Effective Period or the Window Period extends beyond the term of this Agreement or any extension thereof) unless his termination is (i) because of his death or Retirement, (ii) by the Company for Cause or Disability, or (iii) by the Executive other than for Good Reason; provided however, that the Executive may terminate his employment for any reason during the Window Period, and shall be entitled to the severance benefits provided in Section 5(c) hereof.
Compensation Upon Termination Following a Change in Control. In the event of Company's termination of Executive without Cause, or Executive's termination of employment with Company for Good Reason, at any time within two years following a Change in Control during the Employment Period, Executive will be entitled to the payments described in Section 4.4; provided, however, that the Severance Payments described in Section 4.4 will be equal to a continuation of Executive's Base Salary through the expiration of two years following the date of termination. The payments and benefits payable to Executive pursuant to this Section 5.2 in connection with a Change in Control of Company are referred to as the "Change in Control Payments."
Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive’s then Regular Annual Salary, (b) the annual amount that would be paid to Executive pursuant to the Company’s Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (c) an amount equal to 12 months COBRA premiums payable to maintain insurance under the Company’s health insurance plan if Executive carried insurance prior to termination; (d) and an amount equal to 12 months premium payments for life and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (e) an amount equal to the Executive’s annual car allowance or lease payments, and annual club membership fees allowance, if any; and (II) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date.
Compensation Upon Termination Following a Change in Control. The Executive shall be entitled to the severance benefits provided in Section 5 hereof if his employment is terminated within the Effective Period following a Change in Control of the Company (even if such Effective Period extends beyond the term of this Agreement or any extension thereof) unless his termination is (i) because of his death or Retirement, (ii) by the Company for Cause or Disability, or (iii) by the Executive other than for Good Reason.
Compensation Upon Termination Following a Change in Control. If Executive qualifies for benefits pursuant to Section 2 hereof, then the Executive shall be entitled to the benefits provided below:
(a) the Company shall pay to the Executive his full base salary through the date of termination, at the rate in effect at the time notice of termination is given, no later than the fifth day following the date of termination, plus accrued vacation pay and all other amounts to which the Executive is entitled under any compensation plan of the Company at the time such payments are due;
(b) the Company shall pay as severance pay to the Executive, not later than the fifth day following the date of termination, a lump sum severance payment equal to the sum of: (1) twelve months of the Executive's monthly base salary as in effect as of the date of termination or immediately prior to the change in control of the Company, whichever is greater; and (2) the average of the last two cash bonus payments made to Executive prior to the change in control of the Company; and
(c) until the earlier of (i) 18 months after such termination or (ii) the date Executive has obtained new full-time employment, the Company shall make all payments due under COBRA to provide the Executive with group health insurance benefits substantially similar to those which the Executive was receiving immediately prior to the date of termination. Notwithstanding the foregoing, the Executive shall at his sole option, have the right to defer up to one-half (50%) of the payments due pursuant to subsections (a) and (b) above, for a period not to exceed 12 months from the date such payments would otherwise be due hereunder.
Compensation Upon Termination Following a Change in Control. In the event of the termination of the Executive's employment by the Company within two years following a Change in Control (as defined herein), in lieu of any other severance benefit otherwise payable to the Executive under the terms of the Severance Arrangements and in lieu of any payments pursuant to Paragraph 2 hereof, the Executive shall be entitled to the benefits set forth below unless such termination is (i) due to his death, retirement or Disability, (ii) by the Company for Cause, or (iii) by the Executive without Good Reason (as defined herein).
(a) The Company shall pay to the Executive a lump sum payment equal to 1.5 multiplied by the sum of (i) the Executive's annual full base salary at the rate in effect at the time Notice of Termination is given or properly should have been given, and (ii) the average of the last three annual bonuses (or such lesser number if
Compensation Upon Termination Following a Change in Control. Subject to the terms of Sections 16-19, in the event of a Termination Following a Change of Control, Executive will receive from the Company the following payments and benefits in addition to the payments and benefits provided in Section 11 of this Agreement:
Compensation Upon Termination Following a Change in Control. In the event of the termination of the Executive's employment by the Company within two years following a Change in Control (as defined herein),
