Sale Payment. If during the twenty-four (24) month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Cboe or a successor employer without Cause or (2) Employee terminates his employment with Cboe or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”): (i) his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the date of termination, and (ii) the Severance Benefits (payable on the same terms and conditions as described in Section 5(b) of this Agreement, except that Employer’s obligation for supplemental medical premium reimbursement shall be for a period of eighteen (18) months, instead of six (6) months, following the initial eighteen (18) month COBRA premium reimbursement period, subject to earlier termination on the terms described in Section 5(b)). For purposes of this Agreement, a “Change in Control” means the first to occur of the following:
Sale Payment. Founder hereby purchases from the Company, ------------- subject to the terms hereof, 659,684 shares of Common Stock (the "Common Stock Purchased Shares" or the "Purchased Shares") of the Company. In exchange for the Purchased Shares, the Founder hereby assigns to the Company all right, title and interest and to the Founder's membership interest (as defined in Section 17001(z) of the California Limited Liability Company Act) (the "Interest" or "Purchase Price") in Nutrition Direct, LLC, a California limited liability company (the "LLC") operating pursuant to that certain limited liability company operating agreement among the Founder and the other members signed on or about January 9, 1998 (the "LLC Agreement"). The Company and the Founder agree that the fair market value of the Interest is approximately equal to the Fair Market Value of the Purchased Shares.
Sale Payment. The MARC Principals shall have paid to First Union the amount, if any, required by Section 2.2 hereof.
Sale Payment. FCStone Financial shall issue payment in fall for the Sale Proceeds by wire transfer to the account of Merchant on the next Business Day after the warehouse receipt and any required consents and documents are delivered to FCStone Financial or its Custodian.
Sale Payment. If during the eighteen (18)-month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Employer or a successor employer without Cause or (2) Employee terminates his employment with Employer or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”): (i) his accrued but unpaid Base Salary (based upon the annual rate in effect on the date of termination) through the date of termination, (ii) the Pro-Rated Bonus, (iii) a lump sum severance payment in an amount equal to the sum of (A) two (2) times Employee's annual rate of Base Salary in effect on the date of termination and (B) two (2) times the target bonus for the year in which Employee's employment is terminated, (iv) the Pro-Rated Equity Award, and (v) a lump sum cash payment in an amount equal to the aggregate amount of all Employer contributions that Employee or his account would have received for a period equal to two years under the following Benefit Plans: (A) Chicago Board Options Exchange SMART Plan; (B) Chicago Board Options Exchange Supplemental Executive Retirement Plan; and (C) Chicago Board Options Exchange Executive Retirement Plan, or in each case any successor plan. The Sale Payment shall be payable on the same terms and subject to the same conditions as described in Section 5(b) of this Agreement for the Pro-Rated Bonus, Severance Payment, and Benefit Plan Payment. In addition, Employee shall be entitled to the Insurance Premiums on the same terms and subject to the same conditions as described in Section 5(b) of this Agreement; provided, however, that Employer's obligation to reimburse any retiree medical premiums shall be for a period of eighteen (18) months instead of six (6) months, subject to earlier termination on the terms as described in Section 5(b); and provided further that any payments or reimbursements for retiree medical plan premiums will be made in accordance with Treasury Regulation §1.409A-3(i)(1)(iv) (or any similar or successor provisions). For purposes of this Agreement, a “Change in Control” shall be deemed to occur on the effective time of (i) a merger or consolidation of CBOE or Holdings with one (1) or more other corporations as a result of which holders of the outstanding capital stock of CBOE or Holdings entitled to vote for the election of...
Sale Payment. The Company and I agree, understand and acknowledge that pursuant to the Plan, upon a “Sale of the Company” (as defined in the Plan), to the extent that I am a participant in the Plan, I would be entitled to certain payments, rights and benefits. The Company and I agree, understand and acknowledge that the Sale would constitute a “Sale of the Company” (as defined in the Plan). I agree, understand and acknowledge that, absent this Agreement, pursuant to the Sale and as a result of my participation in the Plan, I would be entitled to approximately a % interest in the total consideration received by the equity holders of the Company equal to a pre-tax consideration amount of $ million of cash, $ million of the Contingency Cash Payment (as defined in the Merger Agreement), shares of common stock of the Initialed Employee Company Acquiror (or an affiliate thereof) and shares of the Contingency Stock Payment (as defined in the Merger Agreement) (collectively, with any other payment, right and benefit, including any payments that might otherwise become due and owing under the Plan upon a Separation from Service (as defined in the Plan), that I would be entitled to under the Plan, the “Released Payment”). I hereby agree, understand and acknowledge that upon the consummation of the Sale in lieu of any benefits or payment provided for under the Plan, including without limitation, the Released Payment, the sole payment that the Company (or any other person or entity) shall thereafter owe me with respect to the Plan, shall be those amounts owed to me (as a Phantom Equity Holder or Contribution Consideration Recipient (each such capitalized term as defined in the Merger Agreement)) pursuant to the Merger Agreement and the Flow of Funds Memo (as defined in the Merger Agreement) which will be consistent with the Discussion Materials (collectively, the “Sale Payments”). The Sale Payments shall be made according to the terms of the Merger Agreement, including the payment, restriction, vesting, and divesting conditions as set forth therein and as described in the Discussion Materials, attached hereto as Exhibit B (the “Discussion Materials”). No changes shall be made to the Merger Agreement (or ancillary documents related thereto), Flow of Funds Memo or Discussion Materials, that adversely affect the Sale Payments to be received by me or my registration rights with respect thereto. The Company will withhold taxes and report the Sale Payments to tax authorities as it determi...
Sale Payment. A payment (the "Sale Payment") in an amount equal to the following:
Sale Payment. If during the eighteen (18) month period following a Change in Control that occurs during the Term of the Agreement (1) Employee is terminated by Employer or a successor employer without Cause or (2) Employee terminates his employment with Employer or a successor employer for Good Reason, in lieu of any payments to which Employee may otherwise be entitled under Section 5 hereof, and subject to Sections 12 and 21, Employee shall be paid the following (the “Sale Payment”):
