Severance Change of Control. If the Company terminates your employment without Cause, as defined in Annex A, or if you terminate your employment for Good Reason, as defined in Annex A, whether the same occurs before or following a Change of Control (as defined in Annex A), the Company will pay you an amount equal to one and one-half (1 1/2) times your Annualized Total Compensation (as defined below), subject to the execution by you of a customary release, which amount shall be payable in equal installments over the eighteen (18) month period following the date your employment with the Company is terminated (the "Termination Date"). The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were eligible to receive immediately prior to such termination, for a period of eighteen (18) months following the Termination Date. The Company will also make the additional payments provided in Annex B, if applicable. Your rights of indemnification under the Company's and any of its subsidiaries' organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director's and officer's liability insurance coverage for, in both cases, actions as an officer and director of the Company and its affiliates shall survive any termination of your employment.
Severance Change of Control. 6.1 In the event that, upon the expiration of the Term hereof on December 31, 2004, this Agreement has not been renewed or Executive and the Company have not entered into a successor employment agreement, the Company shall pay to Executive on such date, in cash, a lump sum amount equal to Executive's then Base Salary plus the bonus compensation payable to the Executive for the calendar year 2003, then multiplied by a factor of 1.5.
Severance Change of Control. The execution, delivery and performance of, and consummation of the transactions contemplated by, this Agreement and the Transaction Documents will not (either alone or in conjunction with any other event) entitle any current or former employee, director, officer, consultant, independent contractor, contingent worker or leased employee (or any of their dependents, spouses or beneficiaries) of Crude JV to any (1) Severance Obligations, or (2)
Severance Change of Control. If the Company terminates your employment as EVP, Operations without Cause, as defined in Annex A, or if you terminate your employment for Good Reason, as defined in Annex A, whether the same occurs before or following a Change of Control (as defined in Annex A), the Company will pay you in a cash lump sum, an amount equal to one and a half (1.5) times your Annualized Total Compensation (as defined below), subject to the execution by you of a customary release. The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were eligible to receive immediately prior to such termination, for a period of eighteen (18) months following the date of such termination. Your rights of indemnification under the Company's and MUSAI's organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director's and officer's liability insurance coverage for, in both cases, actions as an officer and director of the Company and its affiliates shall survive any termination of your employment. "
Severance Change of Control. If the Company terminates your employment as EVP, Treasurer without Cause, as defined in Annex A, or if you terminate your employment for Good Reason, as defined in Annex A, whether the same occurs before or following a Change of Control (as defined in Annex A), the Company will pay you in a cash lump sum, an amount equal to one (1) times your Annualized Total Compensation (as defined below), subject to the execution by you of a customary release. The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were
Severance Change of Control. If the Company terminates your employment as SVP, Controller without Cause, as defined in Annex A, or if you terminate your employment for Good Reason, as defined in Annex A, whether the same occurs before or following a Change of Control (as defined in Annex A), the Company will pay you in a cash lump sum, an amount equal to one (1) times your Annualized Total Compensation (as defined below), subject to the execution by you of a customary release. The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were eligible to receive immediately prior to such termination, for a period of twelve (12) months following the date of such termination. Your rights of indemnification under the Company's and XXXXX's organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director's and officer's liability insurance
Severance Change of Control. (i) If Employer terminates this Agreement during the first twenty four (24) months of the Term for any reason other than pursuant to Section 2(b)(i), (ii) or (iii) above, Employer shall continue Employee's then current annual base salary and health benefits for a period of six (6) months.
(ii) If, during the Term, Employee is not offered employment, for any reason other than for "cause," by Employer's successor on the occurrence of a Change in Control (as defined below), (a) Employee will be entitled, under this Section 2(c)(iii), to payment of the amounts specified in Section 2(c)(i), which shall be in lieu of any payments under Section 2(c)(i), and (b) any options to purchase shares of Employer's Common Stock held by Employee shall become fully exercisable. "Change in Control" shall have the meaning set forth in Section 14 of the Company's Stock Option Plan (the "Stock Option Plan"), a copy of which is attached as Exhibit A.
Severance Change of Control. 6.1 In the event that, upon the expiration of the Term hereof on December 31, 2012, this Agreement has not been renewed or Executive and the Company have not entered into a successor employment agreement, the Company shall pay to Executive on such date, in cash, a lump sum amount equal to Executive's then Base Salary plus the bonus compensation payable to Executive for the calendar year 2012, then multiplied by a factor of 1.5.
6.2 If, at any time after a Change in Control has occurred, the Company (or any successor thereto) terminates this Agreement prior to the expiration of the Term of this Agreement, Executive shall receive (1) his Base Salary, Bonus and all fringe benefits provided for under Paragraph 5 hereof, including, without limitation, all benefits and awards under the Company's stock option, stock appreciation, restricted stock, stock bonus and similar plans and the Company's pension and retirement plans and programs which are then in effect, accrued through the date of any such termination; provided, however, that all of Executive's vested stock options, stock appreciation rights, restricted stock grants and stock bonuses and similar benefits shall be deemed to vest in full on any such termination date, notwithstanding any provision to the contrary in any applicable agreement or plan and (ii) a lump sum payment, in cash, on the date of any such termination, in an amount equal to the then Base Salary of Executive multiplied by a factor of 5.
6.3 For purposes hereof, a "Change in Control" shall mean and be deemed to have occurred if: (I) any "person" or "group" (as such terms are used in Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act of 1934, as amended (the "Act"), except for an employee stock ownership trust (or any of the trustees hereof), becomes a "beneficial owner" (as such term is used in Rule 13d-3 promulgated under the Act), after the date hereof, directly or indirectly, of securities of the Company representing thirty percent (30%) or more of the combined voting power of the Company's then outstanding securities; or (ii) the majority of the Board of Directors, as such entire Board of Directors is comprised as of the date hereof, no longer serve as directors of the Company, except that there shall not be counted toward such majority who no longer serve as directors any director who ceased to serve either prior to the date of a Change in Control, for any reason, or at any other time due to voluntary resignation, death, disa...
Severance Change of Control. In the event of a “change of control” in the ownership of the Company and any “adverse personnel action” against Employee, Employee may terminate his employment with the Company and receive one year of severance pay. The severance pay will be equal to Employee’s annual base salary at the time of the adverse personnel action or the termination, whichever is greater. This severance arrangement will apply for a period of six months following any change of control. The severance will be paid in a lump sum payment and will be paid to Employee within 30 days of the termination. In addition, all outstanding stock options will vest immediately in the event of “change of control,” regardless of whether any adverse personnel action affects the Employee. For purposes of this severance agreement, a “change of control” will mean: • The merger or consolidation of the Company with any person or entity (other than a merger or consolidation to change the place of domicile of the Company) where the Company is not the surviving entity (or survives only as the subsidiary of another person or entity), or • The sale of all or substantially all of the Company’s assets to any person or entity, or • If any person or entity together with its affiliates shall become, directly or indirectly, the beneficial owner of at least 51% of the voting stock of the Company, or • If any person or entity together with its affiliates shall acquire, directly or indirectly, the voting power to elect a majority of the members of the Board of Directors of the Company, other than the acquisition and voting of proxies by management of the Company to elect members to the Board of Directors in the normal course at an annual meeting of shareholders that is not, directly or indirectly, in connection with, or for the purposes of effecting, a “change of control.” For purposes of this severance agreement, “adverse personnel action” will mean an action taken against Employee by the acquiring entity which has an adverse impact on Employee’s economic status or opportunity with the Company. These actions will include: • Involuntary termination • Reduction in base salary • Reduction in salary range or opportunity • Reduction in incentive compensation range or opportunity • Material reduction in benefits or perquisites • Reassignment to a position or role with a lower salary range, salary opportunity, incentive range or incentive opportunity • Material reduction in responsibilities.
Severance Change of Control. If the Company terminates your employment without Cause, as defined in Annex A, or if you terminate your employment for Good Reason, as defined in Annex A, whether the same occurs before or following a Change of Control (as defined in Annex A), the Company will pay you an amount equal to one and one-half (1 1/2) times your Annualized Total Compensation (as defined below), subject to the execution by you of a customary release, which amount shall be payable in equal installments over the eighteen (18) month period following the date your employment with the Company is terminated (the “Termination Date”). The Company will also provide to you a continuation of all benefits, including automobile and other related benefits, if any, which you were eligible to receive immediately prior to such termination, for a period of eighteen (18) months following the Termination Date. The Company will also make the additional payments provided in Annex B, if applicable. Your rights of indemnification under the Company’s and any of its subsidiaries’ organizational documents, any plan or agreement at law or otherwise and your rights thereunder to director’s and officer’s liability insurance coverage for, in both cases, actions as an officer and director of the Company and its affiliates shall survive any termination of your employment.
