Payment Upon a Change of Control. Accrual of Dividend Equivalents will cease as of the Change of Control. Upon a Change of Control, Dividend Equivalents accrued (without reinvestment or interest) between the Grant Date and the Change of Control will vest and be paid out in cash, less the payment of any applicable withholding taxes pursuant to Section 6 of Appendix A, if and when the applicable Tranche vests and pays out, as if you were the record holder of the number of Shares equal to the number of vested RSUs underlying such Tranche from the Grant Date through the date of the Change of Control.
Payment Upon a Change of Control. In the event of a Change of Control (as defined below) the Company shall, within thirty (30) days of such Change of Control or such later date as is required by Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code), make a lump sum cash payment to Executive equal to two (2) times the product of the Executive’s Annual Salary (as defined below) plus the greater of the aggregate amount of any bonuses paid to or earned by the Executive with respect to the Company’s immediately prior fiscal year or such Executive’s pro rata portion of the aggregate bonus pool under the Company’s Annual Incentive Plan (the “Plan”) for the then current fiscal year assuming achievement under the Plan of the maximum performance targets for such fiscal year.
Payment Upon a Change of Control. So long as Executive has remained continuously employed from the Effective Date through the date of a Change of Control, (i) all unvested Company equity awards held by executive shall vest upon the Change of Control, and (ii) Company shall pay Executive, within ten (10) days following the occurrence of the Change of Control, a cash lump sum equal to the sum of Executive’s Base Salary and Target Performance Bonus. In addition, if a Change of Control occurs, and, prior to the Change of Control, Company or representatives of the third party effecting the Change of Control (as applicable) do not offer Executive a Comparable Job following the Change of Control, then, so long as Executive has remained continuously employed from the Effective Date through the date of a Change of Control, whether or not Executive continues to be employed by Company or a successor to Company following the Change of Control, Company will pay Executive, within ten (10) days following the occurrence of the Change of Control, an additional cash lump sum equal to the sum of Executive’s Base Salary and Target Performance Bonus (the “Additional Change of Control Payment”). For purposes of this Agreement, a “Comparable Job” shall mean employment following the Change of Control (i) with substantially the same duties and responsibilities as were held by Executive prior to the Change of Control (excluding, for this purpose, changes following the Change of Control (x) to Executive’s reporting responsibilities and (y) arising by reason of Company ceasing to be a public company), (ii) at the same location at which Executive provides services prior to the Change of Control or a location within fifty (50) miles of such location and (iii) at the same or increased Base Salary and Target Performance Bonus levels as were in effect prior to the Change of Control.
Payment Upon a Change of Control. If a Change of Control (defined below) occurs, and, prior to the Change of Control, Company or representatives of the third party effecting the Change of Control (as applicable) do not offer Executive a Comparable Job (defined below) following the Change of Control and, on or within ten (10) days following the Change of Control, Executive terminates Executive’s employment and the Employment Period, then, so long as Executive has remained continuously employed from the Effective Date through the date of such Change of Control and subject to Section 4.7, (i) all unvested Company equity awards held by Executive shall vest upon the Change of Control, and (ii) Company shall pay Executive, within twenty (20) days following the occurrence of the Change of Control, a cash lump sum equal to the sum of Executive’s Base Salary and Target Performance Bonus (collectively, the “Change of Control Payment & Benefits”). For purposes of this Agreement, a “Comparable Job” shall mean employment following the Change of Control (A) with substantially the same duties and responsibilities as were held by Executive prior to the Change of Control (excluding, for this purpose, changes following the Change of Control (x) to Executive’s reporting responsibilities and (y) arising by reason of Company ceasing to be a public company), (B) at the same location at which Executive provides services prior to the Change of Control or a location within fifty (50) miles of such location and (C) at the same or increased Base Salary and Target Performance Bonus levels as were in effect prior to the Change of Control.
Payment Upon a Change of Control. (a) If the Executive has met the requirements of Section 5.1(a) or (b), the Executive will receive a severance benefit equal to the greater of (i) the amount Executive would receive under such circumstances under Section 4.3 of this Agreement, if this Agreement remains in effect immediately prior to the Control Termination Date, or (ii) an amount equal to two years of the Executive's Base Salary and target Short Term Incentive Payments (the "Severance Payment"). Notwithstanding the preceding sentences, in lieu of the Severance Payment described in the preceding sentences of this Section 5, the Executive shall receive severance benefits equal to the severance benefit available to employees of the Company (or its successor and any of its affiliates) who are similarly situated to the Executive on the Control Termination Date if the value of such benefit is greater than the value of the benefit described in this Section 5.
(b) The Executive's Severance Payment, less applicable withholding taxes, shall be paid in equal monthly installments in accordance with the Company's regular payroll policies and over a two year period, beginning on the first payroll date following the Executive's termination (the "Severance Period"). Notwithstanding the foregoing, at the election of the Executive, the Company shall be required to place an amount in the Executive's name in escrow with a reputable escrow agent equal to the present value of the Severance Payment determined on a net present value basis using a reasonable discount rate, as determined by the Board, which escrowed amount shall be used to pay the Severance Payments. In the event that the Executive breaches his obligations under the Employment Agreement, the Company will be entitled to recoup the amount put into escrow.
Payment Upon a Change of Control. In the event of a Change of Control (as defined below) and provided that Executive remains employed by the Company until the date of the Change of Control, the Company shall, within thirty (30) days of such Change of Control or such later date as is required by Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code), make a lump sum cash payment to Executive equal to two (2) times the product of the Executive’s Annual Salary (as defined below) plus the greater of the aggregate amount of any bonuses paid to or earned by the Executive with respect to the Company’s immediately prior fiscal year or such Executive’s pro rata portion of the aggregate bonus pool under the Company’s Annual Incentive Plan (the “Plan”) for the then current fiscal year assuming achievement under the Plan of the maximum performance targets for such fiscal year.
Payment Upon a Change of Control. In the event of a Change of Control and provided no payment has been made under Section 4, the Board Member shall be entitled, in his sole discretion, to provide written notice to the Corporation at any time within 30 days of such event, to receive an amount equal to the Outstanding Board Fees. The Corporation covenants and agrees to use its commercially reasonable efforts to provide the Board Member with written notice of a Change of Control. For the purposes of this Agreement, a “Change of Control” shall be deemed to have occurred if on or after the date hereof, any person (which, for all purposes hereof, shall include, without limitation, an individual, sole proprietorship, partnership, unincorporated associate, unincorporated syndicate, unincorporated organization, trust, body corporate and a trustee executor, administrator or other legal representative) or any group of two or more persons acting in concert, becoming the beneficial owner, directly or indirectly, of securities of the Corporation representing, or acquiring the right to control or direct, or acquiring through the conversion of securities or the exercise of warrants or other rights to acquire securities, more than fifty percent (50%) of the combined voting power of the Corporation or any successor to the Corporation in any manner whatsoever, including, without limitation, as a result of a takeover bid or an amalgamation of the Corporation with any other entity or any other business combination or reorganization.
Payment Upon a Change of Control. So long as Executive has remained continuously employed from the Effective Date through the date of a Change of Control, (i) all unvested Company equity awards held by executive shall vest upon the Change of Control, and (ii) Company shall pay Executive, within ten (10) days following the occurrence of the Change of Control, a cash lump sum equal to the sum of Executive’s Base Salary and Target Performance Bonus. In addition, if a Change of Control occurs, and, prior to the Change of Control, Company or representatives of the third party effecting the Change of Control (as applicable) do not
Payment Upon a Change of Control. As a condition precedent to a Change of Control (as defined below), unless expressly waived in writing by the Executive, he shall be entitled to receive, and the Employer shall provide to him, the following benefits:
(1) an amount equal to five (5) times his then current annual salary, which amount shall be payable in a single sum immediately prior to the Change of Control;
(2) an amount equal to five (5) times any incentive compensation paid to him for the fiscal year of the Employer immediately preceding the fiscal year in which the Change of Control occurs, which amount shall be payable in a single sum payment immediately prior to the Change of Control;
(3) continuation coverage, at the Employer's expense, under any Employer-sponsored group or individual benefit plans, policies, programs or arrangements covering the Executive immediately prior to the Change of Control (including, without limitation, any benefit plans, policies, programs or arrangements covering the Executive under his Employment Agreement dated as of the date hereof or any successor agreement thereto, if then in effect), for the 2 five (5) year period immediately following the Change of Control, unless he becomes eligible for equivalent coverage under a plan, policy, program or arrangement provided by another employer; provided, however, that if continuation coverage is not available for any reason beyond the control of the Employer for any employee benefit plans for any portion of such five (5) year period, then the Employer shall pay the cash equivalent of such coverage to the Executive for the remaining portion of such period (which cash equivalent shall be the subject of a good faith determination by the Board of Directors of the Employer (the "Board"));
(4) outplacement services selected by the Executive with a value of up to twelve (12) months' salary or, at the Executive's election, the cash equivalent of such services; and
(5) such additional benefits as the Employer, in its discretion, may provide.
Payment Upon a Change of Control. In the event of a Change of Control and provided no payment has been made under Section 4, and provided that the Executive is employed by the Corporation immediately prior to such Change of Control, then the Executive shall be entitled, in his sole discretion, to receive the Outstanding Retention Payment by providing written notice to the Corporation of his election to receive such payment at any time within 30 days of such event. The Corporation covenants and agrees to use its commercially reasonable efforts to provide the Executive with written notice of a Change of Control.
