Effect of Termination Following Change in Control Sample Clauses

Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof, (ii) a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, equal to the sum of the Employee's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro- Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 48 (i.e., that would have been payable on a semi-monthly basis during the 24 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 24 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment, and (iii) continuation of the medical benefits coverage to which the Employee is entitled under Section 5(c) hereof for a period of 24 months following the date of termination, with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Employee, but excluding any applicable tax consequences for the Employee) as in effect from time to time for officers of the Company generally. (b)
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Effect of Termination Following Change in Control. In the event of a Change in Control and a subsequent termination of the Employee's employment during the Employment Period, either by the Company as a Termination Without Cause or by the Employee for Good Reason (as defined below), (i) the Employee shall be entitled to receive the same payments and other rights as provided for in Sections 10(a) hereof, (ii) the Employee shall be entitled to receive a severance payment in the form a cash lump sum, paid within 15 days of the date of termination, with the amount of such payment to be the aggregate amount of the Employee's base salary as in effect immediately prior to such termination payable over the period of months specified in Annex A, but discounted to present value from the dates such payments would otherwise be made to the Employee, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code as in effect at the time of payment, (iii) if such termination occurred within 12 months following the effective date of a Change in Control, any options held by the Employee as of such effective date to purchase shares of the Company's stock that were not vested and exercisable as of such date of termination shall become immediately and fully vested and exercisable as of such date of termination and (iv) the Employee shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 12 months following the date of such termination or (b) the expiration of the original full term of each such option.
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Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Employee's employment, either by the Company as a Termination Without Cause or by the Employee for Good Reason, whether or not such termination is during the Employment Period, the Employee shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof,
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Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive's employment, either by the Company as a Termination Without Cause or by the Executive for Good Reason, whether or not such termination is during the Employment Period, the Executive shall be entitled to receive (i) the payments and other rights provided in Section 10(a) hereof and (ii) a severance payment in the form a cash lump sum, which shall be paid within 15 days of the date of termination, equal to the sum of the Executive's semi-monthly base salary (as in effect immediately prior to such termination) and the Pro-Rata Bonus Amount (as determined under Section 10(b) above) multiplied by 72 (i.e., that would have been payable on a semi-monthly basis during the 36 months following such termination), but discounted to present value from the dates such payments would be made if paid on a semi-monthly basis for such 36 month period, based on the 100% short-term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the "Code") as in effect at the time of payment. In addition, upon any such Termination Without Cause or for Good Reason that occurs within six months following the effective date of a Change in Control, the Executive shall retain the right to exercise any options to purchase shares of the Company's stock until the earlier of (a) 36 months following the date of such termination or (b) the expiration of the original full term of each such option.
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Effect of Termination Following Change in Control. If, within the six-month period prior to or within 12 months following a Change in Control (as defined below), Executive becomes no longer employed by the Company or its acquiror or successor or any affiliate thereof as a result of a termination of Executive’s employment either as a Termination Without Cause or a Termination For Good Reason, Executive shall be entitled to receive (i) the payments and other rights provided in Section 7(c) hereof and (ii) a lump sum cash severance payment, paid within 15 days after the later of the date of termination or the date of the Change in Control, equal to the sum of Executive’s monthly base salary (as in effect immediately prior to such termination) and the Pro‑Rata Bonus Amount (as defined below) multiplied by 12, but discounted to present value from the dates such payments would be made if paid on a monthly basis for such 12-month period, based on the 100% short‑term Applicable Federal Rate (compounded annually) under Section 1274(d) of the Internal Revenue Code of 1986, as amended (the “Code”), as in effect at the time of payment.
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Effect of Termination Following Change in Control. In the event your employment with the Company is terminated, whether by you or the Company, within 36 months following the date of occurrence of any event constituting a Change in Control (recognizing that more than one such event may occur in which case the 36-month period will run from the date of occurrence of each such event), you will be entitled to the following respective benefits: --------------------- -3- April 29, 1999
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Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive’s employment following such Change in Control, either by the Company as a Termination Without Cause or by the Executive for Good Reason, whether or not such termination is during the Employment Period (a “Change in Control Termination”), the Executive shall be entitled to receive (i) the payments and other rights provided in Section 8(a) hereof, (ii) a severance payment payable no later than forty-five (45) days after the effective date of determination in the amount of one and a half (1.5) times the Executive’s base salary and (1) times bonus amount as defined herein (as in effect immediately prior to such termination) and (iii) if the Executive elects COBRA coverage, the Company shall continue to pay the difference between an amount equal to the Executive’s share of pre-termination group health plan costs and the cost of COBRA coverage for a period of twelve (12) months following the termination of the Executive’s employment with such coverage to be provided at the same level and subject to the same terms and conditions (including, without limitation, any applicable co-pay obligations of the Executive, but excluding any applicable tax consequences for the Executive) as in effect from time to time for officers of the Company generally. In addition, upon any such Change in Control Termination, the Executive shall retain the right to exercise any options to purchase shares of the Company’s stock until the earlier of (i) twenty-four (24) months following the date of such termination or (ii) the expiration of the original full term of each such option.
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Effect of Termination Following Change in Control. In the event of a Change in Control during the Employment Period and a subsequent termination of the Executive’s employment, either by the Company as a consequence of the Change in Control or any other Termination Without Cause or by the Executive for Good Reason, then (i) Executive shall be entitled to receive (A) the payments and other rights provided in Section 9(b) of this Agreement and (B) the benefits and other rights provided in Section 10(a) of this Agreement; and (ii) the Initial Stock Option and shares of the Initial Restricted Stock Award held by the Executive and not then vested shall become immediately and fully vested as of the effective date of the termination.
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Effect of Termination Following Change in Control. If there is a Change in Control of the Company during the Performance Period, and the Participant incurs a Termination on or following such Change in Control this Award shall vest as to the number of Contingently Earned PSUs (which number may be zero) on the later to occur of such Termination Date or the date on which all or a portion of the PSUs become Contingently Earned PSUs pursuant to Section 3(b), as applicable; provided, however, to the extent such Change in Control occurs prior to the end of the Performance Period, the Board or Committee may elect in its discretion to (i) deem that number of Contingently Earned PSUs equal the Target Amount as of the Change in Control, or (ii) determine the number of Contingently Earned PSUs based on actual performance as of the Change in Control. Any PSUs not vested pursuant to this Section 4(b) shall be forfeited to the Company. Nothing in this Section 4(d) is intend to limit the authority of the Board or the Committee to make adjustments to the Award pursuant to Section 25(b) of the Plan.
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Related to Effect of Termination Following Change in Control

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Effect of a Change in Control In the event of a Change in Control, Sections 6 through 13 of this Agreement shall become applicable to Executive. These Sections shall continue to remain applicable until the third anniversary of the date upon which the Change in Control occurs. On such third anniversary date, and provided that the employment of Executive has not been terminated on account of a Qualifying Termination (as defined in Section 5 below), this Agreement shall terminate and be of no further force or effect.

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

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