Payments and Benefits Upon a Change in Control. If within twenty-four (24) months after a Change in Control (as defined below) or during the Period Pending a Change in Control (as defined below): (i) the Company shall terminate Executive’s employment with the Company without Good Cause (as defined below), or (ii) Executive shall voluntarily terminate such employment with Good Reason (as defined below), the Company shall, within 30 days of Executive’s Employment Termination (as defined below), make the payments and provide the benefits described below.
Payments and Benefits Upon a Change in Control. If within twenty-four (24) months after a Change in Control (as defined below) or during the Period Pending a Change in Control (as defined below): (i) the Company shall terminate Employee’s employment with the Company without Cause (as defined below), or (ii) Employee shall voluntarily terminate such employment with Good Reason (as defined below), the Company shall, within thirty (30) days of Employee’s Employment Termination (as defined below), make the payments and provide the benefits described below.
Payments and Benefits Upon a Change in Control. If Executive is employed by the Company upon the occurrence of a Change in Control, or if Executive's termination of employment constitutes an Anticipatory Event, the following provisions shall govern:
7.2.1 If an Anticipatory Event occurs or if, during the first twenty-four months following the Change in Control, the Company terminates the Executive's employment other than for Cause or Disability or death, or the Executive terminates his employment for Good Reason, the Executive shall receive from the Company in a lump sum, in cash, on the fifth (5th) day following the Date of Termination (or, with respect to an Anticipatory Event, the fifth (5th) day following the Change in Control), all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave, a pro rata portion (prorated through the Date of Termination) of the Target Incentive Bonus in effect for the fiscal year in which the Executive's employment is terminated under this Section 7.2.1, and an amount equal to two (2) times the Executive's Base Salary and Target Incentive Bonus in effect at the Date of Termination.
7.2.2 If, during the first twenty-four months following the Change in Control, the Executive terminates his employment other than (i) for Good Reason or (ii) under the conditions set forth in Section 7.2.3 or if his employment is terminated for Cause or Disability or on account of his death, the Company shall pay the Executive all amounts earned or accrued through the Date of Termination but not paid as of the Date of Termination, including his Base Salary, reimbursement for reasonable and necessary expenses incurred by the Executive on behalf of the Company prior to the Date of Termination, vacation pay, and sick leave. If the Executive's employment is terminated by the Company for Disability or by reason of the Executive's death, the Company shall pay to the Executive or his Beneficiaries the compensation provided in Sections 4.8.1 and 4.8.2 hereof. The Executive's entitlement to any other compensation or benefits shall be determined in accordance with the Company's employee benefit plans and other applicable programs and practices then in effect.
7.2.3 In the event that the Executive terminates his employment (upon at least three months' notice) at the end...
Payments and Benefits Upon a Change in Control. (a) If within two (2) years after a Change in Control or during the Period Pending a Change in Control, (i) the Company shall terminate Executive’s employment with the Company without Good Cause, or (ii) Executive shall voluntarily terminate such employment with Good Reason, the Company shall make the payments and provide the benefits described below. Capitalized terms used but not otherwise defined herein shall have the meaning set forth in Section 2 hereof.
Payments and Benefits Upon a Change in Control. If Executive is employed by the Company upon the occurrence of a Change in Control, the following provisions shall govern: (a) Executive shall continue to be employed for at least thirty-six (36) months with substantially the same duties, compensation, and benefits in the same geographic location as existed just prior to the Change in Control.
