PAYMENT UPON TERMINATION AFTER A CHANGE OF CONTROL Sample Clauses

PAYMENT UPON TERMINATION AFTER A CHANGE OF CONTROL. (a) If within a two (2) year period, the Bank or its successor shall for any reason terminate the Executive's employment as a result of or following a Change of Control (as defined herein), except if such termination is for Cause (as defined herein), the Executive shall receive a lump sum payment equal to two and one half (2-1/2) times his annual salary, including any bonus, for the most recent twelve (12) month period. The Executive shall also be entitled (at the expense of the Bank or its successor) to the following employee benefits; group health and life insurance benefits, short and long-term disability insurance benefits, plan contribution, from the date of termination through the last day of the term of this Agreement; however, the Executive shall not be entitled to sick or vacation pay. If participation in these benefits is prevented by law or the terms of the plan, the Bank or its successor shall provide a substantially equivalent substitute. In the event that termination occurs within the one (1) year period from Change of Control, the Executive shall have the duty to mitigate damages by actively seeking employment for a position at a comparable level of authority and responsibility. Available employee benefits under new employment shall negate the need for the Bank or its successor to provide employee benefits herein, but only to the extent that the employee benefits are duplicative and of substantially equal coverage or benefit. Any severance payment under this Change of Control subsection shall survive the death of the Executive.
Sample 1
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Related to PAYMENT UPON TERMINATION AFTER A CHANGE OF CONTROL

  • Termination After Change of Control In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE or is terminated by the EMPLOYEE as provided in Section 4(a)(ii) above, then the following shall occur:

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • 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 After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • PAYMENTS UPON A CHANGE IN CONTROL (a) The term “

  • 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:

  • 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.

  • 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 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.

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

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