Termination After Change in Control. Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.
Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination.
7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.
Termination After Change in Control. Notwithstanding anything in this Agreement to the contrary, if the Award is assumed or continued following a Change in Control, and if the Participant’s Service ceases as a result of a Termination After Change in Control (as defined below), the surviving Units shall become Vested Units and the Award shall be settled promptly following such event.
Termination After Change in Control. Notwithstanding anything in this Agreement to the contrary, if the Participant’s service with the Company ceases as a result of a Termination After Change in Control (as defined below), the Target Number of Performance Shares shall become Vested Performance Shares and the Award shall be settled promptly following such event.
Termination After Change in Control. In the event that the Company terminates your employment Without Cause within twelve (12) months after the occurrence of a Change in Control, then the following shall occur:
(a) The Company shall pay to you on the effective date of such termination: (i) salary for services rendered up to and including the date of termination, (ii) any and all compensation to which you may be entitled as of the date of termination pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the “Plan”) or any other compensation or benefit plan to the extent permitted by such plans, and (iii) reimbursement for outstanding ordinary and reasonable expenses incurred by you in connection with the performance of your duties for the Company up to and including the date on which your employment is terminated;
(b) The Company shall pay to you, within thirty (30) days after the effective date of such termination, an amount of severance pay equal to one times the sum of:
(i) your annual base salary at the rate in effect on the date of such termination, and
(ii) your “target” annual cash incentive bonus as then established for you and determined in accordance with the applicable annual cash incentive bonus arrangement in place from time to time (provided that the target annual cash incentive bonus shall be no less than 50% of your annual base salary). You shall continue to participate, on the same terms and conditions, in any benefit programs of the Company in which you participated immediately prior to such termination (including, without limitation, as applicable, any disability insurance benefit program, any medical insurance program, and dental insurance program, and any life insurance program) from time of such termination until the earlier of: (i) the end of the one (1) year period beginning from the effective date of the termination of your employment, or (ii) such time as you are eligible to be covered by a comparable program of a subsequent employer. You hereby agree to notify the Company promptly if and when you begin employment with another employer and if and when you become eligible to participate in any pension or other benefit plans, programs or arrangements of another employer.
Termination After Change in Control. (1) If there is a ''change in control'' of the Company and Executive is terminated other than for cause within twelve (12) months after such change in control, Executive will continue to be covered under all of the Company's health and major medical plans then in effect for a period of one (1) year at the Company's sole expense.
(2) For purposes of this Agreement, the term ''change in control'' is defined to include: (a) a tender offer or exchange offer made and consummated for ownership of Company stock representing fifty (50%) percent or more of the combined voting power of the Company's outstanding securities; (b) the sale or transfer of substantially all of the Company's assets to another corporation which is not a wholly-owned subsidiary of the Company; (c) any transaction relating to the Company which must be described in accordance with item 5(f) of schedule 14A of Regulation 14A of the Securities and Exchange Commission; (d) any merger or consolidation of the Company with another corporation, where less than thirty (30%) percent of the outstanding voting shares of the surviving or resulting corporation are owned in the aggregate by the Company's former stockholders; or (e) any tender offer, exchange offer, merger, sale of assets and/or contested election which results in a total change in the composition of the Company's Board of Directors.
(3) The amount paid to Executive pursuant to this Paragraph will be deemed severance pay in consideration of the Executive's past services to the Company and his continued services from the date of this Agreement. Executive will have no duty to mitigate his damages by seeking other employment, nor will Executive's severance pay hereunder be reduced or offset by any such future earnings.
Termination After Change in Control. If the Employer terminates the Employee’s employment without Cause or the Employee terminates the Employee’s employment for Good Reason, and such termination is coincident with or within an eighteen (18) month period following the occurrence of a Change in Control, the Employer shall pay Employee severance pay in an amount equal to (a) 0.5, multiplied by (b) the Employee’s Average Annual Base Salary, multiplied by (c) each year of service Employee has with Employer at the date of termination, up to a maximum amount of four (4) years of service; provided, however, in no case shall the product of (a) multiplied by (b) multiplied by (c) be greater than two (2) times the Employee’s Average Annual Base Salary. For purposes of this subparagraph "Average Annual Base Salary" shall be calculated as the Employee’s Annual Base Pay for the preceding five (5) fiscal years of Employer divided by five (5). Should the Employee have less than five (5) fiscal years of service with Employer at the date of termination, the Average Annual Base Salary shall be calculated as the average of the Employee’s Annual Base Pay using the applicable fiscal years of service with Employer. The severance pay will be paid to the Employee within the period specified in Section 9(c)(iii) below after the expiration of any applicable revocation periods set forth in the Release required under Section 9(e)(i) below. This severance payment will not be considered compensation for the purpose of any other fringe benefit plan of Employer.
(i) To the extent permitted by applicable law and Employer’s benefit plans, Employer shall maintain Employee’s paid coverage for health insurance through the payment of Employee’s COBRA premiums until the earlier to occur of: (a) the date Employee is provided by another employer benefits substantially comparable to the health insurance benefits provided by Employer (which Employee must provide prompt notice with respect thereto to Employer), or (b) the expiration of the COBRA Continuation Period. During the applicable period of coverage described in the foregoing sentence, Employee shall be entitled to benefits on substantially the same basis as would have otherwise been provided had Employee not been terminated and Employer will have no obligation to pay any benefits to or premiums on behalf of Employee after such period ends. To the extent that such benefits are available under Employer’s benefit plans and Employee had such coverage immediately prior to termination...
Termination After Change in Control. Upon a Termination pursuant to Section 9(d) [termination by the Company without Just Cause] or Section 9(e) [termination by Executive for Good Reason] occurring on or within twenty-four (24) months after a Change in Control (as defined below), (i) the vesting and exercisability of all of Executive's stock options and other equity-based awards will be accelerated in full so that all such stock options will be immediately exercisable for fully vested stock and any other stock awards will be fully vested as of the date of such Termination, and (ii) Executive's stock options will remain exercisable in accordance with the plan document. For purposes of this Agreement, "Change of Control" shall mean (1) a sale of all or substantially all the assets of the Company; (2) a merger into or consolidation of the Company with any other corporation, except any such merger or consolidation involving the Company or a subsidiary of the Company in which the holders of capital stock of the Company immediately prior to such merger or consolidation continue to hold immediately following such merger or consolidation at least 50% by voting power of the capital stock of (a) the surviving or resulting corporation or (b) if the surviving or resulting corporation is a wholly owned subsidiary of another corporation immediately following such merger or consolidation, the parent corporation of such surviving or resulting corporation, (3) the acquisition by any person, entity or group within the meaning of Section 13(d) or 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any parent or subsidiary corporation of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors, or (4) individuals who, on the date of execution of this Agreement, are members of the Company's Board of Directors (the "Incumbent Board"), cease for any reason to Amended and Restated Employment Agreement Mast, Erle March, 2004 6 conxxxxxxx xx least a majority of the members of the Board of Directors; provided, however, that if the appointment or election (or nomination for election) of any new Board of Directors member was approv...
Termination After Change in Control. If the Optionee’s Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s Service terminated. Notwithstanding the foregoing, if it is determined that the provisions or operation of this Section 5.1(c) would preclude treatment of a Change in Control as a “pooling-of-interests” for accounting purposes and provided further that in the absence of the preceding sentence such Change in Control would be treated as a “pooling-of-interests” for accounting purposes, then this Section 5.1(c) shall be void ab initio, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.
Termination After Change in Control. If during the term of this Agreement there is a “Change of Control” and within three (3) years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under this Agreement or otherwise) in an amount equal to the sum of the following: (a) three (3) times the Executive’s Base Compensation; plus (b) three (3) times the value of any benefits provided by operation of paragraph 4.4 of this Agreement during the preceding twelve (12) months; plus (c) any applicable Gross-Up Payment. If the foregoing amount is not paid within ten (10) days after the CC Termination, the unpaid amount will bear interest at the per annum rate of 12%. In addition, for a period of twelve (12) months after a CC Termination, the Company will provide at no cost to the Executive suitable office space and secretarial and accounting support at the levels presently provided by the Company.
