Termination After a Change of Control. In the event Executive’s employment with the Company is terminated without Cause, or Executive resigns for Good Reason, within ninety (90) days prior to or twenty-four (24) months following a Change of Control (a “Change of Control Termination”), then Executive shall be eligible for severance benefits as set forth in Section 4.3 of Exhibit A, attached hereto.
Termination After a Change of Control. In lieu of the Severance and rights under section 4.2, in the event:
(a) the Executive elects to resign under this section 4.4 for "Good Cause" (as defined below) with two (2) weeks' advance written notice; or
(b) Contact Gold terminates the Executive's employment without just cause, within 12 months after a Change of Control, then, on the seventh (7th) business day following the earlier of the last day of the specified notice of resignation or the date on which Contact Gold terminates actual employment duties (the "COC Termination Date"), Contact Gold shall provide the Executive with compensation set out below (the "COC Severance"). The lump sum portions of the COC Severance shall be payable within seven (7) business days following the COC Termination Date. The COC Severance shall consist of the following:
(a) the Termination Final Wages;
(b) an additional lump sum amount equivalent to the number of months of the Executive's then Annual Salary set out in Schedule "A" (the "COC Severance Period");
(c) an additional lump sum equal to two times the "Average Bonus Amount", defined as the average amount of cash Bonus awarded to the Executive during the 24 months preceding the Termination Date divided by two, provided that, if the Executive shall have been employed less than 24 months at the Termination Date, the Average Bonus Amount shall be equal to the aggregate cash Bonus awarded to the Executive in the period of employment preceding the Termination Date;
(d) Contact Gold shall continue at its cost the Benefits then in effect for the Executive, other than disability insurance and other coverages which cannot be extended to former employees, until the earlier of the end of the COC Severance Period or the Executive obtaining alternate coverage (of which prompt written notice must be given to Contact Gold), subject to agreement of the insurer which Contact Gold will take reasonable steps to procure; and
(e) Notwithstanding any other plan or agreement all Equity Remuneration held by the Executive shall vest immediately as of the Termination Date and shall remain open for exercise until the earlier of their expiry or 18 months from the Termination Date.
Termination After a Change of Control. If an Involuntary Termination occurs within one (1) year after a Change of Control, then Executive shall receive the payments required by Section 2.5(d), except that for purposes of Section 2.5(d)(ii), Executive shall receive seventy-five percent (75%) of Employee's annualized Salary in the year of the Change of Control payable semi-monthly over nine (9) months.
Termination After a Change of Control. The Employee may terminate his employment with the Employer at any time after a change of control, in which event the Employer shall be obligated to pay to the Employee, on or before the effective date of such termination, the Employee's regular compensation (as in effect on the date of such termination) through the effective date of termination, and the amounts, if any, required by the terms of any applicable Plan in accordance with paragraph 11 hereof. In addition if the Employee elects to terminate his employment with the Employer due to or as a result of any "Change in Duties or Compensation" (as defined below) from the duties and compensation that existed immediately before such Change of Control occurred, then the Employer shall be obligated to pay to the
Termination After a Change of Control. If, within 24 months after a Change of Control (i) described in paragraphs (a) or (d) of Section 2.8 of the Plan or (ii) that constitutes a Business Combination as defined in paragraph (c) of Section 2.8 of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Restricted Stock Unit Award, you cease to be an Employee due either to an involuntary termination for reasons other than Cause (as defined in paragraph 7(b)) or a resignation for Good Reason (as defined in paragraph 6(d)), then all unvested Restricted Stock Units subject to this Award and your right to receive Shares in settlement thereof shall immediately vest in full and will be settled in shares of Company common stock as provided in Section 4.
Termination After a Change of Control. If a Termination Without Cause or a Termination for Good Reason occurs within two years after a Change of Control, then Executive shall receive the payments required by Section 7.3.
Termination After a Change of Control. In the event your employment with the Company is terminated by the Company without Cause or by you for Good Reason within six months following a Change of Control, the Company shall pay to you (i) your Base Salary, at the rate in effect at the date of termination, for the then remaining duration of the Term or 90 days after the date your employment with the Company terminates, whichever is greater, in cash, in one lump sum, within thirty (30) days from the date of termination plus (ii) within five business days following the date of determination, the amount of bonus to which you would have been entitled to under the Company's Executive Bonus Compensation Plan as if you were still employed by the Company as of such date, based upon your percentage of the Executive Bonus Compensation Plan in effect on the date of termination, which amount shall be pro-rated based upon the number of days in which you were employed in the year of termination. Notwithstanding the foregoing, all options granted to you by the Company shall automatically vest upon a Change of Control, whether or not you are terminated.
Termination After a Change of Control. If, within 24 months after a Change of Control (A) described in paragraphs (a) or (d) of Section 2.8 of the Plan or (B) that constitutes a Business Combination as defined in paragraph (c) of Section 2.8 of the Plan and in connection with which the surviving or acquiring entity (or its parent entity) has continued, assumed or replaced this Performance Share Unit Award, you cease to be an Employee due either to an involuntary termination for reasons other than Cause (as defined in paragraph 7(b)) or a resignation for Good Reason (as defined in subparagraph 6(d)(v), then the Performance Period will be truncated and will end as of the end of the Company’s most recently completed fiscal year prior to the date you cease to be an Employee, and you will be entitled to have vest as of the date of such employment termination a number of Performance Share Units determined as provided in subparagraph 6(d)(iv).
Termination After a Change of Control. Subject to the terms and conditions of this Agreement, including Section 7(h) below, if a Change of Control (as defined below) occurs and Executive is terminated pursuant to Section 6(b)(3) or Executive terminates this Agreement during the Employment Period pursuant to Section 6(c)(1) within 90 days after such occurrence, then the Company will pay Executive severance in the amount of three months of Base Salary in a lump sum within 60 days after the Termination Date subject to all applicable withholding.
Termination After a Change of Control. If, during the Employment Period, the Executive's employment is terminated pursuant to Section 6.1 and the Date of Termination is within the twelve (12) month period following a Change of Control, the Company shall pay to the Executive, instead of the amounts provided in 6.1.1 and 6.1.2, an amount that is equal to the sum of eighteen (18) month's Base Salary at the rate in effect immediately prior to the termination plus the Target Bonus established for the Executive with respect to the year in which termination occurs.
