Possible Acceleration in Connection With a Change in Control Event Sample Clauses

Possible Acceleration in Connection With a Change in Control Event. If a Change in Control Event occurs and the Participant’s employment is terminated by the Corporation without Cause (as defined below) within twelve (12) months after the date of such Change in Control Event, any Options that are not then otherwise vested (and have not previously terminated pursuant to this Agreement) shall automatically become vested upon the occurrence of such event; provided, however, that in the event that the Participant is covered at the relevant time by an employment, severance, change in control or similar agreement or arrangement with the Corporation that provides a greater benefit with respect to the Option in the circumstances, the Participant shall be entitled to receive such greater benefit as provided in such other agreement or arrangement. For purposes of this Agreement, the term “Cause” shall mean the occurrence of one or more of the following: (i) any act or failure to act within the control of the Participant done with the intent to harm the interests of the Corporation or any Subsidiary; (ii) any act of fraud by the Participant in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iii) any breach of fiduciary duty in the performance of the Participant’s duties for or responsibilities to the Corporation or any Subsidiary; (iv) the commission by the Participant of a felony or a crime involving an act of moral turpitude; or (v) willful or repeated failure by the Participant to adequately perform the Participant’s duties or responsibilities, and the failure of the Participant to cure such performance issue within fourteen (14) days following receipt of written notice thereof to the Participant specifying such breach. In addition, the Option is subject to termination in connection with a Change in Control Event or certain similar reorganization events as provided in Section 7.4 of the Plan.
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Related to Possible Acceleration in Connection With a Change in Control Event

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Change in Control Event XX (a) Participants may elect upon initial enrollment to have accounts distributed upon a Change in Control Event.

  • Change of Control Event (a) If a Change of Control Event occurs, each Holder will have the right to require the Issuer to repurchase all or any part (equal to €100,000 or an integral multiple of €1,000 in excess thereof) of that Holder’s Notes pursuant to a Change of Control Offer on the terms set forth in the Indenture. In the Change of Control Offer, the Issuer shall offer to purchase such Notes at a purchase price in cash (the “Change of Control Payment”) equal to 101% of the aggregate principal amount of Notes repurchased plus accrued and unpaid interest and additional amounts, if any, on the Notes repurchased, to the date of purchase (subject to the right of Holders of record on the relevant record date to receive interest due on the relevant interest payment date).

  • Termination Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

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