Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.01.b.iv), then the Company will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will be a payment (less applicable withholdings and deductions) equivalent to 18 months of Executive’s Base Salary (as in effect immediately prior to the Change in Control, or the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment.
Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then the Company will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will consist of (i) a payment (less applicable withholdings and deductions) equivalent to 18 months of Executive’s Base Salary (as in effect immediately prior to (a) the Change in Control, or (b) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment; (ii) the greater of 150% of the Executive’s (i) Target Bonus or (ii) most recent actual bonus payout payable as a single lump sum within 74 days of the termination of Executive’s employment; (iii) taxable cash payments paid each calendar month for 18 months in an amount equal to the monthly COBRA premium at the time of Executive’s termination for the health dental and vision benefits that Executive and Executive’s eligible dependents had in effect under the Company’s welfare plans immediately prior to Executive’s termination (the “COBRA Payment”); and (iv) Acceleration of vesting of one hundred percent (100%) of Executive’s unvested equity award compensation under any equity incentive plan maintained by Company, to the extent permitted by such plan and by applicable laws.
Involuntary Termination After Change in Control. Notwithstanding any provision herein to the contrary, if, in connection with or within twelve (12) months after any change in "control" of GCB, the Employee's employment is terminated by GCB without the Employee's prior written consent and for a reason other than Just Cause, the Employee shall be paid an amount equal to two times base annual compensation less that amount of base compensation actually paid after the change of control unless GCB was placed in conservatorship or receivership in connection with such change in control and the Board of Directors of GCB determines in good faith that the change in control was directed by or otherwise required by the Federal Reserve Board or a Federal Reserve Bank under delegated authority. In no event, however, may the aggregate amount payable hereunder equal or exceed the difference between (i) the product of 2.99 times the Employee's "base amount" as defined in ss.280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under ss.280G(b)(2) of the Code) that the Employee receives on account of the change in control. Said sum shall be paid in one lump sum within ten (10) days of such termination. The term "control," for purposes of determining whether a "change in control" has occurred for purposes of this Section, shall be deemed to have occurred if any of the following events shall occur after the effective date of this Agreement: (1) the acquisition by any person of ownership or power to vote more than twenty-five percent (25%) of GCB's voting stock; (2) the acquisition by any person of the control of the election of a majority of GCB's directors; (3) the exercise of a controlling influence over the management or policies of GCB or by any person or by persons acting as a group within the meaning of ss.13(d) of the Securities Exchange Act of 1934; or (4) during any period of two consecutive years, individuals who at the beginning of such two-year period constitute the Board of Directors of GCB (the "Company Board") (the "Continuing Directors") cease for any reason to constitute at least two-thirds (2/3) thereof, provided that any individual whose election or nomination for election as a member of the Company Board was approved by a vote of at least two-thirds (2/3) of the Continuing Directors then in office shall be considered a Continuing Director. The term "person" as used above means an individual (other than the Employee), corporation, partne...
Involuntary Termination After Change in Control. The Company shall pay the Employee his Base Salary for a period of 18 months following the termination of his Employment if (i) the Company is subject to a Change in Control and (ii) the Employee, within 12 months after such Change in Control, is subject to an Involuntary Termination. In addition, if the preceding sentence applies, the Company shall also continue the Employee’s group insurance coverage (to the extent permitted by the Company’s group insurance policies) for such period of 18 months or, if earlier, until the date when the Employee receives substantially equivalent coverage in connection with new employment or self-employment. If the Company’s group health insurance policy does not permit the continuation of the Employee’s coverage and if he elects to continue his health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for himself and, if applicable, his dependents following the termination of his Employment, then the Company shall pay the monthly premium under COBRA for the Employee and, if applicable, such dependents until the earliest of (i) the close of such period of 18 months, (ii) the expiration of the Employee’s continuation coverage under COBRA or (iii) the date when the Employee receives substantially equivalent health insurance coverage in connection with new employment or self-employment.
Involuntary Termination After Change in Control. Notwithstanding any provision herein to the contrary, if, in connection with or within twelve (12) months after any “Change in Control” of the Company, the Executive’s employment under this Agreement is terminated by the Company without the Executive’s prior written consent and for a reason other than Just Cause, the Executive shall be paid an amount equal to one (1) times his base annual salary, less that amount of base salary actually paid after the Change in Control and subject to ordinary tax withholdings, provided Executive executes a waiver and release agreement regarding employment related claims in a form satisfactory to the Company; however, Executive will not receive this payment if the Company was placed in conservatorship or receivership in connection with such Change in Control and the Board of Directors of the Company determines in good faith that the Change in Control was directed by or otherwise required by the FDIC. In no event, may the aggregate amount payable hereunder equal or exceed the difference between (i) the product of 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under Section 280G(b)(2) of the Code) that the Executive receives on account of the change in control. Such amount shall be paid in a lump sum, less applicable tax withholdings within ten (10) days of the effective date of the waiver and release agreement.
Involuntary Termination After Change in Control. In the event that the Option is, in connection with the Change in Control, either assumed by the successor corporation (or parent thereof) or replaced with a comparable option of the successor corporation (or parent thereof) and, within eighteen (18) months of the effective date of the Change in Control, the Participant’s Service terminates due to Involuntary Termination, the Option, to the extent outstanding at that time but not otherwise fully exercisable, shall automatically accelerate so that the Option shall, immediately upon the effective date of the Involuntary Termination, become exercisable for all of the Shares at the time subject to the Option and may be exercised for any or all of those Shares as fully-vested Shares for a period of three (3) months.
Involuntary Termination After Change in Control. If the Company is subject to a Change in Control before the Employee’s Employment terminates and he is subject to an Involuntary Termination within 12 months after such Change in Control, then the Company shall pay the Employee his Base Salary for the 12-month period following the termination of his Employment (also a “Continuation Period”). Such Base Salary shall be paid at the rate in effect at the time of the termination of Employment and in accordance with the Company’s standard payroll procedures.
Involuntary Termination After Change in Control. Section 2(d) is amended to delete the language, "less that amount of base salary, excluding any bonuses, actually paid after the Change in Control, and" so that Section 2(d) now states in its entirety, "Notwithstanding any provision herein to the contrary, if, in connection with or within twelve (12) months after any “Change in Control” of the Company, the Executive’s employment under this Agreement is terminated by the Company without the Executive’s prior written consent and for a reason other than Just Cause, the Executive shall be paid an amount equal to one (1) times his base annual salary, subject to ordinary tax withholdings, provided Executive executes a waiver and release agreement regarding employment related claims in a form satisfactory to the Company; however, Executive will not receive this payment if the Company was placed in conservatorship or receivership in connection with such Change in Control and the Board of Directors of the Company determines in good faith that the Change in Control was directed by or otherwise required by the FDIC. In no event, may the aggregate amount payable hereunder equal or exceed the difference between (i) the product of 2.99 times the Executive’s “base amount” as defined in Section 280G(b)(3) of the Code and regulations promulgated thereunder, and (ii) the sum of any other parachute payments (as defined under Section 280G(b)(2) of the Code) that the Executive receives on account of the change in control. Such amount shall be paid in a lump sum, less applicable tax withholdings within ten (10) days of the effective date of the waiver and release agreement."
Involuntary Termination After Change in Control. If, during the term of this Agreement and within 24 months after a Change in Control, the Corporation terminates the Executive's employment without his consent for any reason other than Death, Cause or Disability, then the Corporation shall continue to pay the Executive's Base Salary (in monthly installments at the rate then in effect) for 24 months following the termination of employment. The Executive shall also vest fully, under the terms and conditions of the Employee Stock Option Plan, in any unvested stock options he has been awarded under the Corporation's Employee Stock Option Plan.
Involuntary Termination After Change in Control. If, prior to the expiration of the Employment Period and within twelve (12) months following a Change in Control, Executive is subject to an Involuntary Termination (as defined in Section 3.2.4), then EALIXIR will pay “Change in Control Severance Benefits” to Executive (which shall be the sole benefits Executive is entitled to under these circumstances). The Change in Control Severance Benefits will consist of (i) a payment (less applicable withholdings and deductions) equivalent to 3 months of Executive’s Base Salary (as in effect immediately prior to (a) the Change in Control, or (b) the date of the termination of Executive’s employment, whichever is greater), payable as a single lump sum within 74 days of Executive’s termination of employment; (ii) the greater of 50% of the Executive’s (i) Target Bonus or (ii) most recent actual bonus payout payable as a single lump sum within 74 days of the termination of Executive’s employment.
