Payment Following a Change of Control Sample Clauses

Payment Following a Change of Control. If the aggregate of all payments or benefits made or provided to Executive with respect to any of the equity compensation provided under Section 5 or Section 6, under Section 8(e)(iii)(A), if applicable, and under all other plans and programs of the Company (the “Aggregate Payment”) is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Code, the Company shall pay to Executive, prior to the time any excise tax imposed by Section 4999 of the Code (the “Excise Tax”) is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income, employment and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Executive and the time of payment pursuant to this Section 8(h) shall be made by the Company’s independent auditor or, if such independent auditor is unwilling or unable to serve in this capacity, such other nationally recognized accounting firm selected by the Company with the consent of the person serving as the Chief Executive Officer of the Company immediately prior to the Change of Control, which consent shall not be unreasonably withheld (the “Auditor”).
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Payment Following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement (which provisions covering the treatment of equity-based compensation in connection with a change of control shall be deemed to apply to the treatment of this Cash Award), in the event of a change of control (as defined in your Employment Agreement) prior to the final Payment Date, all unpaid portions of your Cash Award shall remain unvested and shall continue to vest in accordance with their terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as otherwise set forth in your Employment Agreement, all unpaid portions of your Cash Award shall be paid not later than the tenth (10th) day following the date of termination of your employment.
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Payment Following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) below, notwithstanding any provision of your Employment Agreement to the contrary, in the event of a Change of Control, all unpaid portions of the Cash Award shall remain unvested and shall continue to vest in accordance with their terms, without regard to the occurrence of the Change of Control. Subject to the procedures set forth herein, if, during the one-year period following a Change of Control, your employment is terminated by the Company without Cause or you terminate your employment for Good Reason, then notwithstanding the terms of your Employment Agreement, the date of such termination will be deemed to be the Payment Date of any then unpaid portion of the Cash Award. Notwithstanding any provision of this Award Agreement to the contrary, you will not be entitled to terminate your employment for Good Reason for purposes of this Award Agreement as the result of any event specified in the definition thereof unless, within ninety (90) days following the occurrence of such event, you give the Company written notice of the occurrence of such event, which notice sets forth the exact nature of the event and the conduct required to cure such event. The Company shall have thirty (30) days from the receipt of such notice within which to cure (such period, the “Cure Period”). If, during the Cure Period, such event is remedied, then you will not be permitted to terminate your employment for Good Reason as a result of such event. If, at the end of the Cure Period, the event that constitutes Good Reason has not been remedied, you will be entitled to terminate your employment for Good Reason during the sixty (60) day period that follows the end of the Cure Period.
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Payment Following a Change of Control. Except as explicitly set forth in this Section 3(b) or Section 3(d) of this Award Agreement, and unless otherwise provided pursuant to the provisions of your Employment Agreement (which provisions covering the treatment of equity-based compensation in connection with a change of control shall be deemed to apply to the treatment of this Performance Cash Award), in the event of a change of control (as defined in your Employment Agreement) prior to January 1, 2014, the Performance Cash Award shall remain outstanding and shall continue to vest subject to the achievement of the Performance Goals in accordance with its terms, without regard to the occurrence of such change of control. Subject to the procedures set forth in your Employment Agreement, if, during the one-year period following a change of control, your employment is terminated by the Company without cause (as defined in your Employment Agreement) or you terminate your employment for good reason (as defined in your Employment Agreement), then, except as otherwise set forth in your Employment Agreement, the Performance Cash Award shall be paid not later than the tenth (10th) day following the date of termination of your employment, with the amount of cash that will be paid determined on the basis of target-level performance.
Sample 1
Payment Following a Change of Control. If the aggregate of all payments or benefits made or provided to Executive under Section 6(e)(iii)(A), if applicable, and under all other plans and programs of the Company (the “Aggregate Payment”) is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Code, the Company shall pay to Executive, prior to the time any excise tax imposed by Section 4999 of the Code (the “Excise Tax”) is payable with respect to such Aggregate Payment, an additional amount which, after the imposition of all income, employment and excise taxes thereon, is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Executive and the time of payment pursuant to this Section 6(g) shall be made by the Company’s independent auditor or, if such independent auditor is unwilling or unable to serve in this capacity, such other nationally recognized accounting firm selected by the Company with the consent of the person serving as the Chief Executive Officer of the Company immediately prior to the Change of Control, which consent shall not be unreasonably withheld (the “Auditor”). Notwithstanding anything to the contrary, any Aggregate Payment pursuant to this Section 6(g) shall be paid no later than December 31 of the year following the year in which the Executive pays the applicable Excise Tax, and no earlier than the first day of the seventh month following such Executive’s termination date.
Sample 1
Payment Following a Change of Control. Notwithstanding the provisions of your Employment Agreement (which provisions covering the treatment of equity-based compensation in connection with a change of control shall be deemed to apply to the treatment of this Cash Award), in the event of a change of control (as defined in your Employment Agreement) prior to January 1, 2013, all unpaid portions of your Cash Award shall be paid not later than the tenth (10th) day following the date of the change of control; provided, however, that solely in the case of any 409A Installment, such change of control must also constitute a 409A Change of Control. In the case of any 409A Installment, in the event of a change of control that does not constitute a 409A Change of Control at any time prior to the final Payment Date or in the event of a change of control that constitutes a 409A Change of Control on or after January 1, 2013, all unpaid 409A Installments shall be paid on the earlier of (x) the originally scheduled Payment Dates and (y) the date on which your employment terminates for any reason.
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Payment Following a Change of Control. Following the Trustee's determination that a Change of Control has occurred, and in the event that the Executive's employment with the Company has been terminated, the Executive shall become 100% vested in the remaining payments and the Trustee shall, without direction from the Company, immediately distribute to the Executive, in one lump sum, all remaining payments. The Trustee shall, concurrently with the distribution of the Executive's account, advise the General Counsel and Chief Financial Officer of the Company of the amount paid to the Executive hereunder. The Trustee shall be indemnified and held harmless by the Company in making a payment pursuant to this Section 3.3. If the Trustee so desires, it may, in its sole discretion, make such additional inquiries or take such other steps as it deems necessary to carry out the intent and purposes of this
Sample 1
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Related to Payment Following a Change of Control

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Upon a Change of Control In the event of the occurrence of a Change in Control while the Executive is employed by the Company:

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of Control.

  • Change of Control Defined For purposes of this this Note, the term “

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