Payments Upon Change of Control. During the Original Term hereof, or any renewal term, if there is a Change of Control (as hereinafter defined) and any one of (i) the Employee's location of employment as set forth herein changes, (ii) the Company takes any action which would entitle Employee to terminate his employment for "good reason" pursuant to clauses (x) or (z) of the definition thereof, or (iii) the Company shall diminish Employee's title, duties, base salary or benefits (each of the events described in the foregoing clauses (i), (ii) and (iii) being herein referred to as a "Triggering Event"), then Employee may at his election, at any time within one year after any such Triggering Event, terminate this Agreement (a "Voluntary Termination"), and Employee shall be entitled to the following compensation, in addition to the other compensation and bonuses provided for herein:
(a) in lieu of any further salary payments to Employee for periods subsequent to the date of Voluntary Termination, the Company shall pay as severance payment to Employee, no later than the fifth day following the date of Voluntary Termination, a lump-sum severance payment to Employee equal to 300% of Employee's annual base salary rate in effect as of the date of Voluntary Termination or, if greater, such rate as may be in effect immediately prior to the Change of Control. In addition, Employee shall be paid an amount equal to 300% of his bonus for the calendar year immediately preceding the year in which such Voluntary Termination shall occur or, if greater, his bonus for the full calendar year preceding the year in which such Change of Control occurs; and
(b) the Company shall provide Employee with all employee benefits and programs of the Company which the Employee was entitled to receive or participate in immediately prior to the effective date of the Voluntary Termination for the thirty six (36) month period following the date of such Voluntary Termination.
Payments Upon Change of Control. (a) Within 30 days following a Change of Control, a cash payment shall be made to the Executive in an amount equal to 299% of the "base amount" as that term is defined in Code Section 280G. The determination of the base amount shall be made by the Company's independent auditors. For this purpose, the "base amount" shall be calculated with respect to the 3 taxable year period ending before the date on which the Change of Control as defined herein occurs, regardless of whether such Change of Control is an event described in Code Section 280G (b)(2)(A).
(b) If the payment under paragraph (a) above would result in disallowance of any portion of the Company's deduction therefor under Section 162(m) of the Code, the payment called for under paragraph (a) shall be limited to the amount which is deductible, with the balance to be paid as soon as deductible by the Company. Any amounts which are so deferred shall earn interest until paid at an annual rate equal to the prime rate. For interest accruing during any calendar year the "prime rate" shall be the rate reported as the prime rate in the Wall Street Journal on the first business day of that year.
Payments Upon Change of Control. (a) Within 30 days following a Change of Control, a cash payment shall be made to the Executive in an amount equal to 299% of the "base amount" as that term is defined in Code Section 280G. The determination of the base amount shall be made by the Company's independent auditors. For this purpose, the "base amount" shall be calculated with respect to the 3 taxable year period ending before the date on which the Change of Control as defined herein occurs, regardless of whether such Change of Control is an event described in Code Section 280G (b)(2)(A).
(b) If the Company reasonably anticipates that payment under paragraph (a) above would result in disallowance of any portion of the Company's deduction therefor under Section 162(m) of the Code, the payment called for under paragraph (a) shall be limited to the amount which is deductible, with the balance to be paid as soon as deductible by the Company; provided, however that such payment shall be made on the earliest date on which the Company reasonably anticipates or should reasonably anticipate that the deduction for the payment of the amount will not be barred by application of Code Section 162(m). Any amounts which are so deferred shall earn interest until paid at an annual rate equal to the prime rate. For interest accruing during any calendar year the "prime rate" shall be the rate reported as the prime rate in the Wall Street Journal on the first business day of that year.
Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which would entitle Xxxxxxxx to terminate his employment for "good reason," as such term is defined in Section 9 hereof (a "Triggering Event"), then Xxxxxxxx may at his election, at any time within one year after any such Triggering Event, terminate this Agreement (a "Voluntary Termination"), and Xxxxxxxx shall be entitled to the following compensation, in addition to the other compensation and bonuses provided for herein:
(a) in lieu of any further salary payments to Xxxxxxxx for periods subsequent to the date of Voluntary Termination, the Company shall pay as severance payment to Xxxxxxxx, no later than the fifth day following the date of Voluntary Termination, a lump-sum severance payment of three years' base includible compensation, equal to the maximum tax deduction that the Company is eligible to receive under the applicable "golden parachute" regulations; and
(b) the Company shall provide Xxxxxxxx with all employee benefits and programs of the Company which Xxxxxxxx was entitled to receive or participate in immediately prior to the effective date of the Voluntary Termination for the thirty six (36) month period following the date of such Voluntary Termination.
Payments Upon Change of Control. In the event of the involuntary termination of Employee's employment by Company or its successor in connection with or within nine (9) months after a Change in Control, unless such termination is due to Employee's disability, or to governmental actions, or is for Cause; or in the event that Employee elects to terminate his employment by Company for Good Reason in accordance with the provisions of Section 1 hereof in connection with or within nine (9) months of a Change of Control, then Employee shall be entitled to receive from Company all compensation and benefits through the effective date of such termination, plus an additional amount equal to two (2) times Employee's then current annual salary, such sum to be paid within ninety (90) days following the occurrence of the event entitling Employee to such additional sums. Any amount due Employee pursuant to this provision which is not paid within ninety (90) days shall bear interest at the rate of ten percent (10%) per annum. Employee's entitlement to such payments shall not be reduced or offset on account of any compensation earned or received by the Employee from any other employer or source.
Payments Upon Change of Control. Upon the occurrence of a Change of Control, and upon fulfillment of the following conditions: (1) the sale of the Company for a premium relative to the share price at the time of the Change of Control, and (2) the subsequent replacement of the Chief Operating Officer and either CEO or the President of the Company, Executive shall receive, at such time and in accordance with applicable law, then (a) all restricted stock and options of Executive that have not vested and have not been forfeited shall immediately vest upon a Change of Control; (b) if the Change of Control occurs during Executive's first year of his Term, the Company shall make a one-time cash payment of an amount equal to the greater of (i) One Million Dollars ($1,000,000) or (ii) two (2) times Executive's Base Salary then in effect at the time of the Change of Control; (c) if the Change of Control occurs during Executive's second year of his Term, the Company shall make a one-time cash payment of an amount equal to the greater of (i) Two Million Dollars ($2,000,000) or (ii) two (2) times Executive's Base Salary then in effect, and, if any bonus was earned in the previous year, the amount of the bonus then in effect; or (d) if the Change of Control occurs during or after Executive's third year of any Additional Term with the Company, the Company shall make a one-time cash payment of an amount equal to the greater of (i) Three Million Dollars ($3,000,000) or (ii) three (3) times Executive's Base Salary then in effect, and, if any bonus was earned in the previous year, the amount of the bonus then in effect.
Payments Upon Change of Control. If a Change of Control (as defined in the Indenture) occurs at any time after the date hereof and prior to the Maturity Date (as defined in the Indenture), in consideration of, among other things, the Sellers’ existing rights to receive the Change of Control Redemption Price pursuant to Section 13.02 of the Indenture or the Change of Control Repurchase Price pursuant to Section 15.03(a) of the Indenture, as applicable (which would no longer apply to the Sellers in respect of the Purchased Notes), the Company shall make a cash payment, by wire transfer of immediately available funds, to the Sellers in an aggregate amount equal to either, (i) in the case that the Company elects to redeem all of the Notes outstanding at the time of the Change of Control pursuant to Section 13.02 of the Indenture, $11,250,000.00 (the “CIC Redemption True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Redemption Amount” column opposite such Seller’s name in Exhibit A hereto, or, (ii) in the case that Sellers of the Notes elect to repurchase all of the Notes outstanding at the time of the Change of Control pursuant to Section 15.03(a) of the Indenture, $4,500,000.00 (the “CIC Repurchase True-Up”), with each Seller receiving the respective amount set forth in the “Change of Control Repurchase Amount” column opposite such Seller’s name in Exhibit A hereto, to an account provided by such Seller in writing to the Company. The CIC Repurchase True-Up or CIC Redemption True-Up, as applicable, shall be paid to the Sellers on the date of effectiveness of such Change of Control. The Company shall provide notice of a potential Change of Control to the Sellers no less than ten (10) nor more than 30 calendar days prior to the expected effectiveness of such Change of Control.
Payments Upon Change of Control. In the event of a Change of Control Transaction (as herein defined), the provisions of this Section 8 shall apply:
(a) If within one year following consummation of a Change of Control Transaction, the Company shall seek to (x) relocate the principal office of the Company more than 25 miles from its current location or (y) materially alter the Executive's authority or responsibility within the Company, and such alteration continues for 20 days after notice thereof from the Executive to the Company, the Executive may terminate his employment pursuant to Section 5.3. In such event, the Executive shall receive the payments and benefits provided under Section 5.6(c) unless he elects, by written notice to the Company within 30 days of such termination, to receive, in a lump sum payment, an amount equal to 150% of the Base Salary then in effect. If the Executive elects such lump sum payment, it shall be paid within 30 days of such election, he shall have no further obligations hereunder, except to observe the covenants set forth in Section 6.1, and the Company shall have no further obligations hereunder, other than to pay such lump sum payment.
Payments Upon Change of Control. If
(i) a Change of Control occurs while this Agreement is in effect; and
(A) Employee's employment is terminated in anticipation of a Change of Control, or (B) Employee is employed by the Company or an affiliate thereof at the time such Change of Control occurs, and at any time during the three-year period following such Change of Control,
(1) Employee is given notice of non-renewal of this Agreement pursuant to Section E hereof, or Employee's employment is terminated by the Company or an affiliate thereof for any reason other than for death, Disability or Cause, or
(2) Employee terminates his employment during the Window Period, for any reason other than death or Disability, or Employee terminates his employment for Good Reason, the Company (or its successors) shall pay Employee, or his beneficiary in the event of his subsequent death, subject to applicable federal and state income, social security and other employment tax withholdings, an amount (the "Change of Control Payment") equal to 1.99 times Employee's Total Compensation in effect at the date of termination of employment. The Change of Control Payment is in addition to the payment for the covenant not to compete provided for under Section D of this Agreement. The Change of Control Payment shall be paid in equal monthly installments over the thirty-six month period following termination, or at Employee's option, shall be paid to Employee in a lump sum at the time of termination without any reduction for commutation to present value. Notwithstanding anything in this Agreement to the contrary, if a Change of Control occurs and if Employee is entitled under any agreement or arrangement to receive compensation that would constitute a parachute payment (including, without limitation, the vesting of any rights) within the meaning of S-280G of the Internal Revenue Code (the "Code") but for the operation of this sentence, the Change of Control Payment shall be reduced to the extent necessary to cause the aggregate present value of all payments in the nature of compensation to Employee that are contingent on a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company, not to exceed 2.99 times the Base Amount, all within the meaning of Code S-280G. The parties intend for the preceding sentence to be interpreted and applied to prevent Employee from receiving, with respect to a Change of Control occurring, an excess parachute payment w...
Payments Upon Change of Control. During the term of this Agreement, if there is a Change of Control (as hereinafter defined) and the Company takes any action which
