Payment on Change in Control. In the event of a Change in Control, as hereinafter defined, of the Corporation at any time during the term of the Executive’s employment hereunder, followed by the Executive’s employment hereunder being terminated for any reason whatsoever, including voluntary termination of the Executive within twenty-four (24) months of a Change in Control, by the Executive or the Corporation and/or its successor, the Corporation and/or its successor shall be obligated to furnish the Executive with an office consistent with the office provided to the Executive immediately prior to such termination at a comparable location for a period of one (1) year and to pay to the Executive a lump sum in an amount equal to three (3) times: (i) the Salary to be paid to the Executive pursuant to Section 4.1 hereof for the calendar year in which such termination occurs, plus (ii) the bonus declared payable to the Executive for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after Executive’s termination of employment, but in no event more than thirty (30) days after termination and shall be in addition to any other payments to which the Executive may be entitled pursuant to Sections 4.1, 4.2 and 4.3 hereof. In addition, the Corporation shall: (i) continue to allow Executive to participate in the hospitalization, group health benefit and disability plans of the Corporation for 24 months from the date of Executive’s termination of employment on the same terms and conditions as immediately prior to Executive’s termination (or provide the equivalent thereof if such plans do not allow such participation), (ii) continue to pay to Executive the automobile allowance provided in Section 4.5 hereof until the end of the automobile lease then in effect (but not for more than three (3) years) and (iii) provide appropriate outplacement services the cost of which shall not exceed $15,000 as selected by the Executive for up to 12 months from the date of Employee’s termination of employment. In the event it shall be determined that any payment or distribution to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this paragraph of Section 10.1 (a “Payment”)) is subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) in con...
Payment on Change in Control. Upon any Change in Control of MASIMO, the option for glucose shall be automatically exercised. Upon such Change in Control, MASIMO agrees to pay LABS the license fee for glucose immediately.
Payment on Change in Control. The Corporation will provide or cause to be provided to Executive the rights and benefits described below during the term of this Agreement, following a Change in Control. In the event of a Change in Control the Corporation shall pay or cause its successor to pay to Executive, in cash, in a lump sum within 15 days after the Change in Control, an amount equal to 1.5 times Executive’s base compensation which equals the sum of the following: (i) Executive’s annual salary on the day preceding the Change in Control, plus (ii) Executive’s annual bonus for the year immediately preceding the Change in Control. In addition, following a Change in Control, at no cost to Executive, the Corporation shall maintain for Executive and Executive’s dependents, all health, insurance and welfare benefits for the lesser of one year or until Executive and his dependents are eligible for similar health, insurance and welfare benefits from Executive’s new employer.
Payment on Change in Control. Notwithstanding the provisions of Section 4.15 hereof, if the Company then has Obligations under Senior Debt whose terms do not permit the repurchase of Notes pursuant to any Change of Control Offer, the Company shall not, directly or indirectly, repurchase any Notes tendered to the Company pursuant to a Change of Control Offer unless the Company has, within 90 days of the Change of Control, paid in full in cash or Cash Equivalents all Obligations relating to such Senior Debt or obtained the requisite consent from the holders of such Senior Debt for the repurchase of Notes so tendered. Notwithstanding the provisions of this Section 10.03, a failure to repurchase Notes as required pursuant to Section 4.15 shall be an Event of Default under Section 6.01(b) hereof.
Payment on Change in Control. Upon any change in control of Masimo (defined as a change in ownership of more than 50% of masimo's assets or stock), the option of Sections 4.3 and 4.4 is automatically exercised, unless objected to by LABS. Upon such change in control, MASIMO agrees to pay LABS the five million dollars ($5,000,000) license fee of Section 4.4 immediately.
Payment on Change in Control. In the event the merger contemplated by that certain Agreement and Plan of Merger, dated as of February 14, 2005, as amended, among Verizon Communications, Inc., Xxx Acquisition LLC and MCI, Inc. becomes effective (which merger will constitute a Change in Control as defined in Section 13(a) and a change in control, as defined under Code Section 409A(a)(2)(A)(v) and IRS guidance thereunder): (i) all unvested equity awards shall immediately vest and any restrictions on disposition of vested stock or on the payment of any deferred stock units shall lapse and (ii) provided Executive executes (without revocation) a general release substantially in the form of Appendix 2 hereto (modified, as applicable, to reflect this Section 13(e)),
(A) Executive shall be entitled to a lump sum payment payable within 10 business days after the effective date of the merger equal to the amounts described in Sections 13(c)(i), 13(c)(vi), 13(c)(vii), 13(c)(viii), and 13(d), and
(B) the Executive shall become entitled to the payments and benefits described in Sections 13(c)(ii), 13(c)(iii), 13(c)(iv) and 13(c)(viii) (provided, that such benefits shall not duplicate any benefits to which Executive may be entitled as a result of employment with the Company after the merger). If Executive becomes entitled to payments or benefits under this Section 13(e)(ii), Executive shall not be entitled at any time to any similar payments or benefits under Section 9 or Section 13(c) or any severance benefits under any of the Company’s severance plans.
Payment on Change in Control. In the event of the termination of Employee’s employment under any of the circumstances set forth in Section 8.2 (“Change in Control Termination”), the Corporation and/or its successor shall be obligated to pay to the Employee a lump sum in an amount equal to the sum of: (i) two (2) times his annual salary at the date of the Change in Control; and (ii) the greater of (a) the bonus declared payable to the Employee for the immediately preceding calendar year and (b) the bonus declared payable to the Employee for the current calendar year, in each case excluding the bonus, if any, awarded to Employee pursuant to Exhibit B. The payment of the above amount shall be made as soon as practicable after the Change in Control Termination, but in no event more than thirty (30) days after such Change in Control Termination and shall be in addition to any other payments to which the Employee may be entitled pursuant to Sections 4.5, 5 and 6 hereof. In addition, the Corporation shall: (i) continue to allow Employee to participate in the hospitalization, group health benefit and disability plans of the Corporation for eighteen (18) months from the date of the Change in Control Termination on the same terms and conditions as immediately prior to such Change in Control Termination (or provide the equivalent thereof if such plans do not allow such participation); and (ii) provide appropriate outplacement services the cost of which shall not exceed $3,000 as selected by the Employee for up to 12 months from the date of the Change in Control Termination.
Payment on Change in Control. In the event of the termination of Employee's employment under any of the circumstances set forth in Section 8.2 ("Change in Control Termination"), the Corporation and/or its successor shall be obligated to pay to the Employee a lump sum in an amount equal to: (i) his annual salary at the date of the Change in Control, and (ii) the bonus declared payable to the Employee for the immediately preceding calendar year. The payment of the above amount shall be made as soon as practicable after the Change in Control Termination, but in no event more than thirty (30) days after such Change in Control Termination and shall be in addition to any other payments to which the Employee may be entitled pursuant to Sections 4.5, 5 and 6 hereof. In addition, the Corporation shall: (i) continue to allow Employee to participate in the hospitalization, group health benefit and disability plans of the Corporation for twelve ( 12) months from the date of the Change in Control Termination on the same terms and conditions as immediately prior to such Change in Control Termination (or provide the equivalent thereof if such plans do not allow such participation), and (ii) provide appropriate outplacement services the cost of which shall not exceed $3,000 as selected by the Employee for up to 12 months from the date of the Change in Control Termination.
Payment on Change in Control. In the event of the termination of Employee's employment under any of the circumstances set forth in Section 8.2 ("Change in Control Termination"), the Corporation and/or its successor shall be obligated to pay to the Employee a lump sum in an amount equal to his Salary and Plan Bonus through the end of the stated Term of this Agreement and all stock options previously granted to the Employee shall automatically become vested and immediately exercisable. For purposes of determining the amount of Employee's Salary in future years, it shall be assumed that the Pre-Tax Net Income of $2,000,000 is achieved each year and for purposes of determining the amount of Employee's Plan Bonus in future years such Plan Bonus shall be equal to the Plan Bonus, if any, paid to the Employee for the calendar year immediately preceding the year in which the Change in Control Termination occurred. The payment of the above amount shall be made as soon as practicable after the Change in Control Termination, but in no event more than thirty (30) days after such Change in Control Termination.
Payment on Change in Control. If a Change In Control occurs that constitutes a Change In Control with respect to Executive for purposes of Code Section 409A, then the Company will pay Executive a lump sum payment in cash equal to Executive’s Annual Salary at the rate in effect as of the Change In Control for the longer of (x) the remainder of the New Term or the Renewal Term then in effect, or (y) two years. The Company shall make the payment within 15 calendar days after the Change In Control. Additionally, the Company shall pay to Executive his accrued but unpaid salary and any amount due (and not previously paid) to Executive under subsection 3(e) for reasonable expenses incurred by Executive in the performance of his duties hereunder in the event of the termination of Executive’s employment following a Change In Control.
