Involuntary Termination in Connection with a Change of Control Sample Clauses

Involuntary Termination in Connection with a Change of Control. If Executive’s employment with the Company terminates as a result of an Involuntary Termination on or at any time within eighteen (18) months after a Change of Control, then Executive shall be entitled to the following severance benefits:
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Involuntary Termination in Connection with a Change of Control. If during the Change of Control Period, (A) the Company (or any parent or subsidiary of the Company) terminates Executive’s employment without Cause (and not due to Executive’s Disability or death), or (B) Executive resigns his or her employment as a result of a Constructive Termination (each, a “Qualifying Termination”), then, subject to Section 4, Executive will receive the following severance from the Company: Infinera Confidential
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Involuntary Termination in Connection with a Change of Control. If the Employee’s employment terminates as a result of Involuntary Termination (as defined below) at any time prior to October 30, 2008 following a Change of Control, then the Employee shall be entitled to receive the following severance benefits:
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Involuntary Termination in Connection with a Change of Control. If the Involuntary Termination occurs within the twelve (12) month period following a Change of Control, then the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination.
Sample 1
Involuntary Termination in Connection with a Change of Control. If Executive’s employment is terminated pursuant to an Involuntary Termination, and such termination is within three (3) months prior to or within twelve (12) months following a Change of Control Merger, then, subject to Section 8(d), Executive will receive: (i) on the next payroll date following his termination, a lump-sum payment equal to eighteen (18) months of Executive’s then current Base Salary, (ii) on the next payroll date following his termination, a lump-sum payment equal to one hundred and fifty percent (150%) of the greater of (A) the Target Annual Incentive for the year in which the termination occurs, or (B) Executive’s average yearly Annual Incentive payout for the prior twenty-four (24) month period; (iii) one hundred percent (100%) accelerated vesting with respect to Executive’s then outstanding, unvested service-based vesting equity awards; (iv) one hundred percent (100%) accelerated vesting at on-target levels for all equity awards with performance-based vesting in which the performance period has not yet lapsed; (v) 100% Company-paid premiums paid for continued health, dental and vision benefits for Executive (and any eligible dependents) under the Company’s health, dental and vision plans until the earlier of (x) eighteen (18) months, (provided Executive validly elects to continue coverage under the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) or (y) the date upon which Executive and Executive’s eligible dependents become covered under similar plans; and (vi) any bonuses earned prior to the termination of employment but deferred solely due to Company policy shall be paid out at the earliest time as would not give rise to additional taxation under Section 409A.
Sample 1
Involuntary Termination in Connection with a Change of Control. If the Involuntary Termination occurs within the twelve (12) month period following a Change of Control, then (i) if the Employment Term as of the date of such termination is less than one year from the Start Date, then 50% of the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination, and (ii) if the Employment Term as of the date of such termination is one year or more from the Start Date, then the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination. If Executive elects continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for Executive and Executive’s eligible dependents within the time period prescribed pursuant to COBRA, the Company will reimburse Executive for the monthly premiums under COBRA necessary to continue group health insurance benefits for Executive and Executive’s eligible dependents (at the coverage levels in effect -3- 9063751 immediately prior to Executive’s termination) until the earlier of (A) the date upon which Executive and/or Executive’s eligible dependents becomes covered under similar plans or (B) the date upon which Executive ceases to be eligible for coverage under COBRA(such reimbursements, the “COBRA Premiums”). However, if the Company determines in its sole discretion that it cannot pay the COBRA Premiums without potentially violating applicable law (including, without limitation, Section 2716 of the Public Health Service Act), the Company will in lieu thereof provide to Executive a taxable monthly payment payable on the last day of a given month (except as provided by the following sentence), in an amount equal to the monthly COBRA premium that Executive would be required to pay to continue Executive’s group health coverage in effect on the date of Executive’s termination of employment (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether Executive elects COBRA continuation coverage and will commence on the month following Executive’s termination of employment and will end on the earlier of (x) the date upon which Executive obtains other employment or (y) the date the Company has paid an amount equal to six (6) payments. For the avoidance of doubt, the taxable payments in lieu of COBRA Premiums may be used for any purpose, including, but not limited to contin...
Sample 1
Involuntary Termination in Connection with a Change of Control. If the Employee's employment with the Company terminates in an Involuntary Termination within [TWELVE (12) MONTHS] of a Change of Control, then, subject to Section 9, the Employee shall be entitled to receive a lump-sum cash severance payment equal to the Employee's Current Compensation.
Sample 1
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Involuntary Termination in Connection with a Change of Control. If the Involuntary Termination occurs within the twelve (12) month period following a Change of Control, then (i) (x) if the Employment Term as of the date of such termination is less than one year from the Start Date, then 50% of the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination, and (y) if the Employment Term as of the date of such termination is one year or more from the Start Date, then 100% of the unvested portion of Executive’s then outstanding Equity Awards will immediately vest prior to Executive’s termination.    
Sample 1

Related to Involuntary Termination in Connection with a Change of Control

  • 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 in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

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