Following Change of Control. In the event that his employment and this Agreement are terminated concurrent with a Change of Control (as defined below), or Executive is not offered substantially the same position, duties, compensation and benefits as exist as of the date of such Change of Control by a successor, the Bank will pay Executive, as his exclusive right and remedy in respect of such termination a lump sum payment within 60 days of Executive’s termination of employment, by certified check or wire transfer of immediately available funds, in an amount equal to the sum of (A) the Standard Termination Payments plus (B) an amount equal to the Annual Base Salary as then in effect in accordance with Section 2.1 for a period equal to nine (9) months, and the Bank will also be obligated to provide coverage, at the Bank’s expense (through the payment of amounts in connection with Executive’s election under the Consolidated Omnibus Reconciliation Act, if applicable), under the Bank’s medical, dental, life insurance and total disability benefit plans or arrangements with respect to Executive for a period equal to nine (9) months (the amounts described in this clause collectively are the “CIC Severance Benefits”). In the event that Executive is offered a position by the successor with substantially the same position, duties, compensation and benefits as exist as of the date of a Change of Control and Executive elects not to continue employment with such successor, the Bank will pay Executive, as his exclusive right and remedy in respect of such termination a lump sum payment within 60 days of Executive’s termination of employment, by certified check or wire transfer of immediately available funds, in an amount equal to the sum of (A) the Standard Termination Payments plus (B) an amount equal to one half (1/2) of the Annual Base Salary as then in effect in accordance with Section 2.1, and the Bank will also be obligated to provide coverage, at the Bank’s expense (through the payment of amounts in connection with Executive’s election under the Consolidated Omnibus Reconciliation Act, if applicable), under the Bank’s medical, dental, life insurance and total disability benefit plans or arrangements with respect to Executive for a period equal to six (6) months (the amounts described in this clause collectively are the “CIC Resignation Benefits”). Notwithstanding anything in this Agreement to the contrary, the Bank will not be required to pay any benefit under this Agreement if the Bank reason...
Following Change of Control. If, upon a Change of Control, or any time on or prior to the first anniversary of a Change of Control, the Company shall involuntarily terminate the Executive's employment without Cause, or if the Executive shall voluntarily terminate the Executive's employment for Good Reason, the Company shall, except to the extent payment is required to be delayed in accordance with Section 4 hereof, pay to the Executive an amount equal to 9 months of the Executive’s Base Pay. In addition, the Company shall, except to the extent payment is required to be delayed in accordance with Section 4 hereof, pay to the Executive a pro rata amount of the Incentive Pay equal to the product of such Incentive Pay (based upon actual performance through the Executive’s Termination Date) and a fraction, the numerator of which is the number of days in the current fiscal year through the Termination Date and the denominator of which is 365. The foregoing amounts shall be paid to Executive in a single lump sum on the 60th day following the Executive’s Termination Date. The Executive shall also be entitled to any accrued vacation pay to the extent not theretofore paid, which shall be paid with the Executive’s final paycheck. All such amounts shall be reduced by applicable withholding of all federal, state and local taxes.
Following Change of Control. Within twenty-four (24) months following any Change of Control for any reason other than his Misconduct or Disability, then in addition to all accrued and unpaid wages due to Employee for periods ended on or prior to the effective date of the termination:
Following Change of Control. If ServiceSource or a successor should terminate Employee’s employment without Cause (as defined in Section 8(a) above) or Employee should terminate his employment for “Good Reason” (as hereinafter defined), in either case within 12 months following a “Change of Control” (as hereinafter defined), then (i) ServiceSource shall provide the Severance Benefit to Employee, and (ii) the stock option provided for in Section 6 will be fully accelerated such that all options shall be 100% vested. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change in Employee’s job title from that in effect immediately prior to the Change of Control; (2) a material, adverse change in Employee’s job responsibilities from that in effect immediately prior to the Change of Control; 3) a relocation of Employee’s principal place of employment beyond a radius of 30 miles from its location immediately prior to the Change of Control; (4) any reduction in Employee’s base salary, target bonus or aggregate level of benefits measured against such compensation or benefits as in effect immediately prior to the Change of Control provided that Employee has notified ServiceSource in
Following Change of Control. The Executive may terminate his employment at any time within the three-month period which begins six months after a Change of Control of the Company by giving Yellow a written notice of such termination at least 30 days before the date of termination. In the event of the Executive's termination of employment within such three-month period, the Executive shall be entitled to the benefits described in Section 8. For purposes of this Agreement, a Change of Control of Yellow shall be deemed to have taken place if: (i) a third person, including a "group " as defined in Section 13(d)(3) of the Securities Exchange Act of 1934, purchases or otherwise acquires shares of Yellow after the date hereof and as a result thereof becomes the beneficial owner of shares of Yellow having 20% or more of the total number of votes that may be cast for the election of directors of Yellow; or (ii) as the result of, or in connection with any cash tender or exchange offer, merger or other Business Combination, or contested election, or any combination of the foregoing
Following Change of Control. In the event that his employment and this Agreement are terminated concurrent with a Change of Control (as defined below), or Executive is not offered substantially the same position, duties, compensation and benefits as exist as of the date of such Change of Control by a successor, the Bank will pay Executive, as his exclusive right and remedy in respect of such termination a lump sum payment within 60 days of Executive’s termination of employment, by certified check or wire transfer of immediately available funds, in an amount equal to the sum of (A) the Standard Termination Payments plus
Following Change of Control. If ServiceSource or a successor should terminate Employee’s employment without Cause (as defined in Section 8(a) above) or Employee should terminate his employment for “Good Reason” (as hereinafter defined), in either case on or within 12 months following a “Change of Control” (as hereinafter defined), then (i) ServiceSource shall provide the Severance Benefit to Employee (with such amount to be paid one time only, either under Section 8(a) or Section 8(b)), and (ii) all of Employee’s outstanding equity compensation awards (including, without limitation, all stock options, restricted stock, restricted stock units and any other equity compensation awards) shall immediately have their vesting accelerated 100%, so as to become fully vested. For purposes of the foregoing, “Good Reason” shall mean the occurrence of any one of the following events without Employee’s written consent: (1) a material, adverse change in Employee’s job title from that in effect immediately prior to the Change of Control, including the assignment of the same job title at the divisional level of a larger organization; (2) a material, adverse change in Employee’s job responsibilities from that in effect immediately prior to the Change of Control; (3) a relocation of Employee’s principal place of employment beyond a radius of 50 miles from his then current location (whether in San Diego County or otherwise) immediately prior to the Change of Control; (4) any reduction in Employee’s base salary or target bonus as in effect immediately prior to the Change of Control, provided that Employee has notified ServiceSource in writing of the event described in (1), (2), (3) or (4) above and ServiceSource (or its successor) has within 30 days thereafter failed to restore Employee to the appropriate job title, responsibility, location, salary or target bonus. For purposes of the foregoing, “Change of Control” shall mean the occurrence of one of the following events: a sale of all or substantially all of the equity interests of ServiceSource; or a merger, consolidation or similar transaction involving ServiceSource following which the persons entitled to elect a majority of the members of the Board of Directors of ServiceSource immediately before the transaction are not entitled to elect a majority of the members of the Board of Directors of ServiceSource or the surviving entity following the transaction, or a sale of all or substantially all of the assets of ServiceSource.
Following Change of Control. If ServiceSource or a successor should terminate Employee’s employment without Cause (as defined in Section 8(a) above) or Employee should terminate his employment for “Good Reason” (as defined in this Section 8(b)), in either ease within 12 months following a “Change of Control” (as hereinafter defined), then (i) ServiceSource shall provide the Termination Payment to Employee (with such amount to be paid one time only, either under Section 8(a) or Section 8(b)), (ii) all of Employee’s outstanding equity compensation awards (including, without limitation, all stock options, restricted stock, restricted stock units and any other equity compensation awards) shall immediately have their vesting accelerated 100%, so as to become fully vested. For purposes of the foregoing, “Good Reason” shall mean the occurrence of
Following Change of Control. If, during the Change of Control Period, the Company shall terminate the Executive's employment without Cause, or if the Executive shall terminate his employment for Good Reason, this Agreement shall terminate and the Company shall pay and/or provide to the Executive the following:
