Severance Pay - Change in Control Sample Clauses

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...
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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.
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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 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.
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Severance Pay - Change in Control. In the event of a "change in --------------------------------- control" as defined herein and within a period of three (3) years following consummation of such a change in control (i) Employee's employment is terminated; or (ii) any adverse change occurs in the nature and scope of Employee'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 Employee's employment, Employee shall be entitled to receive severance pay in addition to any bonus or incentive compensation payments due Employee. Any such severance pay due Employee shall be in an amount equal to two and ninety-nine one hundredths (2.99) times Employee's average annual compensation for the five (5) years immediately preceding the change in control. Employee's average annual compensation shall be determined by the product of the average of the aggregate compensation paid by Employer to Employee which was includable in Employee's gross income for federal income tax purposes for the five (5) tax years ending immediately prior to the change in control divided by five (5). If Employee was employed by Employer for fewer than five (5) years immediately preceding the change in control, Employee's average annual compensation shall be determined by the product of the aggregate compensation paid to Employee by Employer and includable in Employee's gross income for federal income tax purposes for the years less than such five (5) year period that Employee was employed by Employer preceding the change in control divided by the aggregate number of such years less than the five (5) year period. In addition to the change in control severance payment rights of Employee described above and notwithstanding any other provisions of this Agreement, Employee shall be entitled to receive the severance payments specified in this paragraph 16 (e) in the event that Employee voluntarily terminates his employment with Employer or its successor effective on a date within the thirty (30) day period immediately after the expiration of the sixth month following a change in control. Employee shall deliver written notice to Employer of his intention to terminate employment specifying the effective date within such thirty (30) day period described above, which notice must be received by Employer not less than twenty (20) days prior to the expiration of the s...
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Related to Severance Pay - Change in Control

  • Change in Control Severance If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive's employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein.

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • Change in Control Bonus “Change in Control Bonus” has the meaning set forth in Section 5a(iii)(1).

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

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