Severance Pay - Change in Control Sample Clauses
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Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following consummation of a Change in Control, as defined in subsection (f) of this Section 16, and in connection with the Change in Control, (i) the Employee's employment is terminated or (ii) without the Employee's consent there occurs (A) any adverse change in the nature and scope of the Employee's salary or benefits or (B) any event which reasonably constitutes a constructive termination (by resignation or otherwise) of the Employee's employment, then the Employee shall be entitled to receive severance pay at the Employee's rate of base salary immediately preceding such termination in an amount equal to twelve (12) months of the Employee's annual base salary, less applicable withholding deductions (in addition to salary, incentive compensation, or other payments, if any, due the Employee). Such severance pay shall be paid to the Employee in lump sum no sooner than six (6) months and no later than nine (9) months following such termination. The Employee acknowledges and agrees that severance pay pursuant to this paragraph 16 (e) is in lieu of all damages, payments and liabilities on account of the events described above for which such severance pay may be due the Employee under paragraph 16 (e) of this Agreement. This paragraph 16 (e) shall be binding upon and inure to the benefit of the Employee and the Employer, and any successors or assigns thereof or any "person" as defined herein. Should the Employee pursue any other remedies or bring any actions or claims against the Employer or any successors or assigns thereof or any "Person" as defined herein, the Employee shall have no right to any severance pay or other benefits under this Agreement and the Employee agrees that any severance received by the Employee pursuant to this paragraph 16(e) will be immediately returned to the party paying such severance. Notwithstanding the foregoing, the Employee shall not be entitled to receive severance payments pursuant to this paragraph 16 (e) in the event of an occurrence described in paragraph 16 (a), subparagraphs (5), (6), (7), (8), (9), (10) or (11, to the extent of the Employee's breach), or in the event the Employee terminates employment in accordance with paragraph 16 (c) and the termination is not a result of or based upon the occurrence of any event described in paragraph 16 (e) (ii) above. If all or any portion of the amounts payable to the Employee und...
Severance Pay - Change in Control. If, during the active service of the Employee with the Employer and within a period of two (2) years following a Change in Control, as defined in paragraph 16 (f), and in connection with the Change in Control, (i) the Employee's employment is terminated or (ii) without the Employee’s consent there occurs (A) any adverse change in the nature and scope of the Employee’s salary or benefits or (B) any event which reasonably constitutes a constructive termination (by the resignation or otherwise) of the Employees’ employment then the Employee shall be entitled to receive (in addition to salary, incentive compensation, or other payments, if any, due the Employee) severance pay in an amount equal to eighteen (18) months of the Employee's base salary at the Employee’s rate of base salary in effect immediately preceding such termination. Such severance pay shall be paid to the Employee, less applicable withholding deductions, in a lump sum no sooner than six (6) months and no later than six (6) months and ninety (90) days following such termination.
Severance Pay - Change in Control. In the event of a “change in control” as that term is defined in the Salary Continuation Plan and the Executive Deferred Compensation Plan in effect from time to time, any conflict between the provisions of this Agreement and the provisions of the Salary Continuation Plan or the Executive Deferred Compensation Plan shall be resolved in favor of the Salary Continuation Plan or the Executive Deferred Compensation Plan, as applicable.
Severance Pay - Change in Control. In the event of a “change in control” as defined herein and within a period of two years following consummation of such a change in control (i) the Executive’s employment is terminated; or (ii) any adverse change occurs in the nature and scope of the Executive’s position, responsibilities, duties, salary, benefits or location of employment; or (iii) any event occurs which reasonably constitutes a demotion, significant diminution or constructive termination (by resignation or otherwise) of the Executive’s employment, the Executive shall be entitled to receive severance pay in addition to any bonus or incentive compensation payments due the Executive. Any such severance pay due the Executive shall be in an amount equal to 2.99 times the Executive’s average annual compensation for the five (5) years immediately preceding the change in control. Executive’s average annual compensation shall be determined by the sum of the annual compensation paid by the Company to the Executive which was includable in the Executive’s gross income for federal income tax purposes for each of the five (5) tax years ending immediately prior to the change in control divided by five (5). If the Executive was employed by the Company for fewer than five years immediately preceding the change in control, the Executive’s average annual compensation shall be determined by the sum of such annual compensation paid to the Executive by the Company for the years less than such five year period that the Executive was employed by the Company preceding the change in control, divided by the aggregate number of such years less than the five year period. In addition to the change in control severance payment rights of the Executive described above and notwithstanding any other provisions of this Agreement, the Executive shall be entitled to receive the severance payments specified in this Section 16(e) in the event that the Executive voluntarily terminates his employment with the Company or its successor effective on a date within the 30 day period immediately after the expiration of the sixth month following a change in control. The Executive shall deliver written notice to the Company of his intention to terminate employment specifying the effective date within such 30 day period described above, which notice must be received by the Company not less than 20 days prior to the expiration of the sixth month following such a change in control. If all or any portion of the amounts payable to the Execut...