Involuntary Termination/Change in Control Sample Clauses

Involuntary Termination/Change in Control. If your employment is terminated in an Involuntary Termination immediately prior to or in the eighteen months following a Change in Control, you, or your estate or representative, if applicable, will be entitled to receive payment of severance benefits on the date of your Involuntary Termination (the “Change in Control Severance Benefits”). The Change in Control Severance Benefits shall consist of salary continuation for twelve (12) months’ of monthly Base Salary plus a monthly amount equal to your Annual Target Bonus divided by twelve (12). If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Separation, then the Company shall pay your monthly premium under COBRA until the earliest of (A) the date that is twelve (12) months following your Involuntary Termination (the “Continuation Period”), (B) the expiration of your continuation coverage under COBRA and (C) the date when you are offered substantially equivalent health insurance coverage in connection with new employment or self-employment. Notwithstanding anything to the contrary above, if deemed necessary or advisable by the Company in its sole discretion to avoid adverse tax consequences to the Company or any employee thereof, such COBRA premium payments will be treated as taxable compensation income to you, subject to all applicable withholdings. If immediately prior to or following a Change in Control (as defined in the Company’s 2015 Equity Incentive Plan), your employment with the Company (or the Company’s successor) is terminated in an Involuntary Termination during the remaining vesting period of the options then outstanding as of the date of closing of the Change in Control (the “Options”), then one hundred percent (100%) of the unvested shares subject to the Options shall automatically vest.
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Involuntary Termination/Change in Control. In the case of involuntary termination of the Employee, resulting from a Change in Control of the Company, and due to one or more of the following conditions being met up to one year following such Change in Control:
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Involuntary Termination/Change in Control. In the case of involuntary termination of Employee by the Company within one (1) year after a Change in Control of the Company (which shall include any termination as to which notice is given by the Company within such one (1) year period, notwithstanding the effective date of termination) Employee will be paid compensation in terminal pay and participation in benefits, savings and retirement plans as set forth in Section 5.2, 5.3 and 5.4 of this Agreement.
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Involuntary Termination/Change in Control. If you are subject to an Involuntary Termination in the three (3) months immediately prior to or in the twelve (12) months immediately following a Change in Control, then you will be entitled to payment of the Accrued Obligations. In addition, you will be entitled to the following Severance Benefits:
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Involuntary Termination/Change in Control. If your employment is terminated in an Involuntary Termination immediately prior to or in the eighteen months following a Change in Control, you, or your estate or representative, if applicable, will be entitled to receive payment of severance benefits on the date of your Involuntary Termination (the “Change in Control Severance Benefits”). The Change in Control Severance Benefits shall consist of salary continuation for twelve (12) months’ of monthly Base Salary plus a monthly amount equal to your Annual Target Bonus divided by twelve (12). If you elect to continue your health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) following the Separation, then the Company shall pay your monthly premium under COBRA until the earliest of (A) the date that is twelve (12) months following your Involuntary Termination (the “Continuation Period”), (B) the expiration of your continuation coverage under COBRA and (C) the date when you are offered substantially equivalent health insurance coverage in connection with new employment or self-
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Involuntary Termination/Change in Control. If after the effective date of a Change in Control Employee's employment is terminated other than for Cause or pursuant to Employee's own voluntary termination, the Company shall within thirty (30) days pay to Employee, in one lump sum, severance equal to twelve (12) months of Base Salary, as then in effect, and the Company shall maintain for Employee health insurance and other fringe benefits, if any, for a period of twelve (12) months following such termination. If after the effective date of a Change in Control Employee shall leave employment within thirty (30) days of any material involuntary reduction in Employee's Base Salary, bonus opportunity or responsibilities, any such cessation of employment shall be deemed to be an Involuntary Termination for any reason other than Cause or Employee's own voluntary termination, and Employee shall be entitled to the severance payment and continuation of benefits described in this Section 2(c).
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Involuntary Termination/Change in Control. In the case of (a) involuntary termination of the Employee's employment, or (b) the occurrence of either of the events described in clauses (i) or (ii) below (such event being deemed a termination of Employee's employment for purposes of this Article V) followed by written notice from Employee to the Company or its successor that such event has occurred, in any case within one year following a Change in Control of the Company, Employee will be paid the compensation and terminal pay described in Section 5.3.
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Involuntary Termination/Change in Control. If upon or within 24 months after a Change in Control Employee’s employment is terminated without Cause or he resigns with Good Reason, then, Employee shall receive (i) severance pay equal to 1.5 times Employee’s then-current Base Salary, less deductions and withholdings required by law or authorized by Employee, paid in a lump sum within two (2) days after the date of Employee’s termination of employment; (ii) for a period of 24 months following the date of Employee’s termination of employment, Employee shall continue to receive, at no cost to Employee, the medical and dental coverage in effect on his termination date (or generally comparable coverage) for himself and, if applicable, his spouse and dependents, as the same may be changed from time to time for employees of the Employer generally, as if Employee had continued in employment with Employer during such period, and Employer shall provide such coverage pursuant to a group or individual insurance contract; (iii) Employer shall provide within two (2) days after the date his employment terminates a payment to Employee of an amount equal to $30,000 to cover his costs with respect to engaging such advisors to assist him with his transition from his role with Employer (such as an outplacement firm and tax, legal and financial advisors) as Employee shall reasonably determine appropriate to engage; and (iv) if a termination described under this Section 6(b) occurs during a calendar year in which Employee has not yet undertaken his Annual Physical, then Employer will pay Employee within two (2) days after the date of his employment termination an amount in cash equal to the cost of his Annual Physical for the preceding calendar year, such that Employee retains on an after-tax basis the total amount that was necessary to cover all expenses associated with the preceding year’s Annual Physical. Notwithstanding the foregoing, if in anticipation of, and prior to, a Change in Control, the Employer (or any entity likely to become a succeeding entity of the Employer as a result of a Change in Control) provides the Executive with notice that he will not be offered reasonably equivalent employment with the succeeding entity, then such notice will be deemed to constitute an involuntary termination effective immediately prior to the consummation of the Change in Control. Upon the effective date of such termination, the Executive shall receive the benefits described immediately above in this Section 6(b).
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Related to Involuntary Termination/Change in Control

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

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