Common use of Right to Amend or Terminate Clause in Contracts

Right to Amend or Terminate. a. Subject to Section 4.2.b, the Compensation Committee reserves the power and right to modify, amend, or terminate (in whole or in part) any or all of the provisions of the Plan at any time for any reason. Any Plan amendment shall be adopted by action of the Company's Compensation Committee and executed by a Corporate Officer authorized to act on behalf of the Company. b. Notwithstanding anything herein to the contrary, in the event of a Change in Control, this Plan shall no longer be subject to amendment or termination with respect to Affected Individuals who are Employees of the Company as of the date of the Change in Control, but, as applied to such Affected Individuals with respect to all rights hereby conferred as a result of that Change in Control, (i) the terms and conditions hereof shall become fixed, (ii) the benefits promised hereunder shall become fully vested contract rights, (iii) the Annual Base Salary used to determine an Affected Individual's benefits hereunder shall be such individual's highest rate of Annual Base Salary (in the case of a salesperson, highest earning month multiplied by 12) during the period commencing on the first day of the Plan Year prior to the Plan Year in which the Change in Control occurs and ending on the date of the Affected Individual's Termination Date and (iv) the requirements of Section 2.1.b shall be deemed satisfied. c. For purposes of this Plan, a Change in Control shall occur when the first step is taken (e.g., commencement of negotiations) in a process that results in any one of the following events: i. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (the "Act") of beneficial ownership (within the meaning of Rule 13d-3 of the Act) of 20% or more of the (A) then outstanding voting stock of Summit; or (B) the combined voting power of the then outstanding securities of Summit entitled to vote; or ii. An ownership change in which the shareholders of Summit before such ownership change do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of Summit after such transaction, or in which Summit is not the surviving company; or iii. The direct or indirect sale or exchange by the beneficial owners (directly or indirectly) of Summit of all or substantially all of the stock of Summit; or iv. The composition of the Board changes so that the Board is not under the control of the current shareholders or their representatives; or v. A reorganization, merger or consolidation in which Summit is a party; vi. The sale, exchange, or transfer of all or substantially all of the assets of Summit; or vii. The bankruptcy, liquidation or dissolution of Summit; or viii. Any transaction involving Summit whereby Summit acquires an ownership interest of any percentage in, enters into a joint venture, partnership, alliance or similar arrangement with, or becomes owned in any percentage by, any other entity that is engaged in a business similar to the business engaged in by the Company and that has operations in North America immediately before such transaction or within one year thereafter. d. For purposes of this Plan, an Affected Individual is an individual who satisfies at least one of the following criteria: (i) The individual's employment with the Company is terminated by the Company for any reason other than the individual's long term disability within the period commencing on the date of the Change in Control and ending on last day of the second Plan Year ending after the closing date for the transaction effecting the Change in Control (the "Change in Control Period"), or (ii) The individual terminates employment with the Company during the Change in Control Period for Good Reason. For these purposes, the term "Good Reason" shall mean:

Appears in 3 contracts

Samples: Employment Agreement (Aerobic Creations, Inc.), Employment Agreement (Aerobic Creations, Inc.), Employment Agreement (Aerobic Creations, Inc.)

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Right to Amend or Terminate. a. Subject to Section 4.2.b, the Compensation Committee reserves the power and right to modify, amend, or terminate (in whole or in part) any or all of the provisions of the Plan at any time for any reason. Any Plan amendment shall be adopted by action of the Company's Compensation Committee and executed by a Corporate Officer authorized to act on behalf of the Company. b. Notwithstanding anything herein to the contrary, in the event of a Change in Control, this Plan shall no longer be subject to amendment or termination with respect to Affected Individuals who are Employees of the Company as of the date of the Change in Control, but, as applied to such Affected Individuals with respect to all rights hereby conferred as a result of that Change in Control, (i) the terms and conditions hereof shall become fixed, (ii) the benefits promised hereunder shall become fully vested contract rights, (iii) the Annual Base Salary used to determine an Affected Individual's benefits hereunder shall be such individual's highest rate of Annual Base Salary (in the case of a salesperson, highest earning month multiplied by 12) during the period commencing on the first day of the Plan Year prior to the Plan Year in which the Change in Control occurs and ending on the date of the Affected Individual's Termination Date and (iv) the requirements of Section 2.1.b shall be deemed satisfied. c. For purposes of this Plan, a Change in Control shall occur when the first step is taken (e.g.E.G., commencement of negotiations) in a process that results in any one of the following events: i. The acquisition by any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934, as amended) (the "Act") of beneficial ownership (within the meaning of Rule 13d-3 of the Act) of 20% or more of the (A) then outstanding voting stock of Summit; or (B) the combined voting power of the then outstanding securities of Summit entitled to vote; or ii. An ownership change in which the shareholders of Summit before such ownership change do not retain, directly or indirectly, at least a majority of the beneficial interest in the voting stock of Summit after such transaction, or in which Summit is not the surviving company; or iii. The direct or indirect sale or exchange by the beneficial owners (directly or indirectly) of Summit of all or substantially all of the stock of Summit; or iv. The composition of the Board changes so that the Board is not under the control of the current shareholders or their representatives; or v. A reorganization, merger or consolidation in which Summit is a party; vi. The sale, exchange, or transfer of all or substantially all of the assets of Summit; or vii. The bankruptcy, liquidation or dissolution of Summit; or viii. Any transaction involving Summit whereby Summit acquires an ownership interest of any percentage in, enters into a joint venture, partnership, alliance or similar arrangement with, or becomes owned in any percentage by, any other entity that is engaged in a business similar to the business engaged in by the Company and that has operations in North America immediately before such transaction or within one year thereafter. d. For purposes of this Plan, an Affected Individual is an individual who satisfies at least one of the following criteria: (i) The individual's employment with the Company is terminated by the Company for any reason other than the individual's long term disability within the period commencing on the date of the Change in Control and ending on last day of the second Plan Year ending after the closing date for the transaction effecting the Change in Control (the "Change in Control Period"), or (ii) The individual terminates employment with the Company during the Change in Control Period for Good Reason. For these purposes, the term "Good Reason" shall mean:

Appears in 2 contracts

Samples: Employment Agreement (Aerobic Creations, Inc.), Employment Agreement (Aerobic Creations, Inc.)

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