Optional Termination Upon Change of Control Sample Clauses

Optional Termination Upon Change of Control. (a) In the event that there is a "Change in Control" (as defined in this paragraph 9) of BTFHC and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid, subject to the limits set forth in paragraph 10 a lump sum equal to twenty-four (24) months of his then Base Salary or an amount equal to his then Base Salary for the balance of the three year term, whichever is greater. The Employee shall also be paid an amount equal to the greatest bonus awarded for an individual calendar year after 1997 (regardless of when paid) but prior to the Change of Control. If the successor in control changes Employee's title or substantially changes his duties or functions from those which he previously performed hereunder or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinois, the successor in control shall be deemed to have constructively terminated Employee's services without cause and Employee shall be entitled to payments set forth in this paragraph. In the event that there is a Change in Control (as defined in this paragraph 9) of BTFHC, Employee may, at his option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to BTFHC. If Employee exercises this right to terminate, he shall be paid the following amounts: (i) a lump sum amount equal to one-half (1/2) of his annual Base Salary as in effect at the time of exercise (or, if greater, at the time of the Change in Control); plus, (ii) his Base Salary on a pro-rata basis through and including the date of his employment termination; plus (iii) any previously declared but unpaid bonuses; plus (iv) reimbursement of all expenses reasonably incurred by Employee in performing his responsibilities and duties for BTFHC through and including the date of his employment termination; plus (v) any other payment or benefit which Employee is then entitled to receive under any employment benefit plan, retirement plan or similar arrangement then maintained by BTFHC, in the amount and to the extent determined under the terms and conditions of any such plan. All such payments shall be made no later than thirty (30) days after the last day of Employee's employment. In addition, Employee shall have the right, at his election, to the assignment of any and all insurance policies and/or health protection plans if said policies and plans permit assignment to Employee.
Sample 1Sample 2Sample 3See All (10)
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Optional Termination Upon Change of Control a) In the event that there is a change in control of BTF and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid in lump sum twelve (12) months Base Salary or an amount equal to his Base Salary for the balance of the twenty-four (24) month term, whichever is greater, and the greater of the average of the bonuses, if any, paid to Employee by Employer for the two (2) prior years and the bonus, if any, for the prior year. If the successor in control changes Employee's title or substantially changes his duties or functions from those which he previously performed hereunder or requires Employee to perform the majority of his duties at a location outside of the metropolitan area of Chicago, Illinois, the successor in control shall be deemed to have terminated Employee's services without cause.
Sample 1
Optional Termination Upon Change of Control. (a) In the event that there is a Change in Control of the Company, Employee may, at Employee's option, terminate this Employment Agreement at any time thereafter upon thirty (30) days written notice to the Company. If Employee exercises this right to terminate, no later than Employee's last day of employment, he shall be paid in lump sum the amount of ______ (____) months' Base Salary. Furthermore, in the event that there is a Change in Control of the Company and the successor in control, without cause, terminates this Employment Agreement, Employee shall be paid in lump sum an amount equal to (i) Employee's then Base Salary for _________ (____) months; and (ii) _____ (___) times the average of the cash bonuses, if any, paid to Employee by the Company for the ______ (___) prior years. If the successor in control changes Employee's title, substantially changes Employee's duties or functions from those which he previously performed hereunder, or, except for the inherent travel requirements of Employee's positions, requires Employee to perform Employee's duties outside of the metropolitan areas of __________________, relocate Employee's present address, the successor in control shall be deemed to have constructively terminated Employee's services without cause.
Sample 1

Related to Optional Termination Upon Change of Control

  • 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.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • 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:

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Acceleration Upon a Change of Control Subject to any additional acceleration of exercisability described in Sections 4(b), (c) and (d) below, in connection with a Change of Control (as defined in Section 1 above), the vesting and exercisability of fifty percent (50%) of Executive’s outstanding Stock Awards shall be automatically accelerated. The foregoing provision is hereby deemed to be a part of each such Stock Award and to supersede any less favorable provision in any agreement or plan regarding such Stock Award.

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Repurchase upon Change of Control Upon the occurrence of any Change of Control, each Holder shall have the right to require the repurchase of its Notes by the Company in cash pursuant to the offer described in the Indenture at a purchase price equal to 101% of the principal amount thereof plus accrued and unpaid interest, if any, to the date of purchase (the "Payment Date"). A notice of such Change of Control will be mailed within 30 days after any Change of Control occurs to each Holder at its last address as it appears in the Security Register. Notes in original denominations larger than $1,000 may be sold to the Company in part. On and after the Payment Date, interest ceases to accrue on Notes or portions of Notes surrendered for purchase by the Company, unless the Company defaults in the payment of the purchase price.

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

  • Benefits Upon Change of Control The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change of Control or if Executive’s employment with the Company is terminated under the circumstances described herein.

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