Compensation upon Termination following a Change of Control Sample Clauses

Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 5 and 6 hereof, in the event of Employee’s Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company:
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Compensation upon Termination following a Change of Control. In the event that (i) a Change of Control shall have occurred during the term of this Agreement and while Executive is employed by the Company and (ii) the Executive's employment shall be involuntarily terminated for any reason on a date which is less than one year after the date of the Change of Control (whether during or after the term of this Agreement) other than for Cause, death or disability or Executive shall terminate his employment for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date"), subject in each case to any applicable payroll or other taxes required to be withheld.
Compensation upon Termination following a Change of Control. Subject to the terms of this Agreement, in the event of Executive’s Termination following a Change of Control, then, subject to Section 5, Executive will receive the following payments and benefits from the Company:
Compensation upon Termination following a Change of Control. In the event of a Termination of Executive’s Employment other than for Cause within 12 months following a Change of Control, or prior to a Change of Control at the direction of a person who has entered into an agreement with the Company, the consummation of which will constitute a Change of Control, and contingent upon Executive’s compliance with Section 10 and execution of the Release of Claims and the expiration of the seven-day revocation period provided by the Age Discrimination in Employment Act of 1967, as amended by the Older Worker Benefit Protection Act of 1990, without revocation of the Release of Claims by Executive, the Company shall pay or provide the following to Executive:
Compensation upon Termination following a Change of Control. Following a Change in Control of the Company, as defined in Subsection 2(a), upon termination of your employment, you shall be entitled to the following benefits:
Compensation upon Termination following a Change of Control. (OR IF TERMINATION OCCURS PRIOR TO A CHANGE IN CONTROL IN SPECIFIC CIRCUMSTANCES). Following a Change in Control of the Company as defined in Subsection 2(a), then: (1) upon termination of your employment after such Change in Control, or (2) notwithstanding anything in this Agreement to the contrary, if termination of your employment occurred within six months prior to the Change in Control if such termination was by the Company without Cause by reason of the request of the person or persons (or their representatives) who subsequently acquire control of the Company in the Change of Control transaction, you shall be entitled to the following benefits:
Compensation upon Termination following a Change of Control. In addition to the rights and benefits accruing to Executive as otherwise described in this Agreement, in the event that (i) a Change of Control shall have occurred while Executive is employed hereunder and (ii) the Executive's employment hereunder shall be involuntarily terminated for any reason other than Cause, death or disability or Executive shall terminate his employment hereunder for Good Reason, then the Company shall make the following payments to Executive within 15 days following the date of such termination of employment (the "Termination Date") (in the case of (i) and (ii) below) and provide the following benefits to Executive after the Termination Date (in the case of (iii), (iv) (v), (vi) and (vii) below), subject in each case to any applicable payroll or other taxes required to be withheld and subject to the provisions of Section 5 relating to limitations on parachute payments: (1) The Company shall pay Executive a lump sum amount in cash equal to $1 less than three times the sum of (a) Executive's average base salary and (b) Executive's average bonus, in each case, during the five calendar years immediately preceding the Termination Date.
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Compensation upon Termination following a Change of Control. In addition to the rights and benefits accruing to the Executive as otherwise described in this Agreement, in the event that (a) a Change of Control shall have occurred while the Executive is employed hereunder and (b) the Executive's employment hereunder shall be involuntarily terminated for any reason other than Cause, death or Disability or the Executive shall terminate his employment hereunder for Good Reason, then the Company shall make a lump sum payment in cash to the Executive as severance pay on the fifth day following the Date of Termination equal to three times the Executive's annual base salary (including for these purposes any amounts previously deferred under any qualified or nonqualified deferred compensation plan, program or arrangement) in effect immediately prior to the date that either a Change of Control shall occur or such termination, whichever salary is higher; provided, however, that if all or any portion of the payments or benefits provided under this Section 9, either alone or together with other payments and benefits which the Executive receives or is then entitled to receive from the Company or any Subsidiary, would constitute a "parachute payment" within the meaning of Section 280G of the Code, then the payments and benefits provided to the Executive under this Section 9 shall be reduced but only to the extent necessary that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code; but only if, by reason of such reduction, the Executive's Net After Tax Benefit shall exceed the Net After Tax Benefit if such reduction were not made. The foregoing calculations (and any calculations required under the definition of Net After Tax Benefit) shal1 be made, at the Company's expense, by the Company and the Executive. If no agreement on the calculations is reached within five days of the Date of Termination then the Executive and the Company will agree to the selection of an accounting firm to make the calculations. If no agreement can be reached regarding the selection of an accounting firm, the Company shall select a "big six" accounting firm which has no current or recent business relationship with the Company or with the Executive. The determination of any such firm selected will be conclusive and binding on all parties.
Compensation upon Termination following a Change of Control. In the event of a Termination of Executive’s Employment (as defined in Section 6.1 of this Agreement) other than for Cause (as defined in Section 6.2 of this Agreement), death or Disability (as defined in Section 6.3 of this Agreement) on or within [18] months following a Change of Control (as defined in Section 6.4 of this Agreement), or prior to a Change of Control at the direction of a person who has entered into an agreement with FEI, the consummation of which will constitute a Change of Control, and contingent upon Executive’s execution of the Release of Claims without revocation (subject to Section 18) and compliance with Section 8, Executive shall be entitled to the following benefits:
Compensation upon Termination following a Change of Control. In the event of a Termination of Executive’s Employment (as defined in Section 6.1 of this Agreement) other than for Cause (as defined in Section 6.2 of this Agreement), death or Disability (as defined in Section 6.3 of this Agreement) within 18 months following a Change of Control (as defined in
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