Termination After Change of Control. In the event that, before the expiration of the TERM and in connection with or within one year of a CHANGE OF CONTROL (as defined hereinafter) of either one of the EMPLOYERS, (A) the employment of the EMPLOYEE is terminated for any reason other than JUST CAUSE before the expiration of the TERM, (B) the present capacity or circumstances in which the EMPLOYEE is employed is changed before the expiration of the TERM, or (C) the EMPLOYEE's responsibilities, authority, compensation or other benefits provided under this AGREEMENT are materially reduced, then the following shall occur:
(I) The EMPLOYERS shall promptly pay to the EMPLOYEE or to his beneficiaries, dependents or estate an amount equal to the sum of (1) the amount of compensation to which the EMPLOYEE would be entitled for the remainder of the TERM under this AGREEMENT, plus (2) the difference between (x) the product of three, multiplied by the total compensation paid to the EMPLOYEE for the immediately preceding calendar year as set forth on the Form W-2 of the EMPLOYEE, less (xx) the amount paid to the EMPLOYEE pursuant to clause (1) of this subparagraph (I);
(II) The EMPLOYEE, his dependents, beneficiaries and estate shall continue to be covered under all BENEFIT PLANS of the EMPLOYERS at the EMPLOYERS' expense as if the EMPLOYEE were still employed under this AGREEMENT until the earliest of the expiration of the TERM or the date on which the EMPLOYEE is included in another employer's benefit plans as a full-time employee; and
(III) The EMPLOYEE shall not be required to mitigate the amount of any payment provided for in this AGREEMENT by seeking other employment or otherwise, nor shall any amounts received from other employment or otherwise by the EMPLOYEE offset in any manner the obligations of the EMPLOYERS thereunder, except as specifically stated in subparagraph (II). In the event that payments pursuant to this subsection (ii) would result in the imposition of a penalty tax pursuant to Section 280G(b)(3) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (hereinafter collectively referred to as "SECTION 280G"), such payments shall be reduced to the maximum amount which may be paid under SECTION 280G without exceeding such limits.
Termination After Change of Control. If Executive’s employment is terminated by the Company for reasons other than for Cause (as defined below) or by Executive for Good Reason (as defined below) within the twelve (12) month period following a Change of Control (as defined below), then, in addition to the severance obligations due to Executive under Section 5 above, fifty percent (50%) of any then-unvested shares under Company stock options then held by Executive will vest upon the date of such termination and the period of time for their exercise will be at the discretion of the Company, provided that no option shall be exercisable after expiration of its original term. It may very well be necessary for the Executive to exercise such shares on the day of Change in Control, and the Company shall use its best efforts to provide Executive with a reasonable period of advance written notice in such event.
Termination After Change of Control. In the event of a Termination Without Cause or a Termination for Good Reason within thirteen (13) months after a Change In Control, or Termination of Employment due to death or Disability within thirteen (13) months following a Change of Control, or an Executive Termination after a Change In Control, the Executive shall receive the following:
(a) immediately after the Date of Termination, a lump sum amount in immediately available funds equal to the sum of Executive’s Accrued Base Salary, Accrued Annual Bonus and Prorata Annual Bonus;
(b) six-months and one day following his Date of Termination, a lump sum amount in immediately available funds equal to two (2) times the sum of (i) the Executive’s Base Salary and (ii) the greater of the following amounts: (x) 60% of Executives Base Salary for the fiscal year during which the Date of Termination occurs and (y) the average of the Annual Bonuses paid or payable to Executive for the three most recent fiscal years ended on or before such date; and
(c) other than in the event of death, the Executive and his dependents will continue to be eligible for coverage, at the Company’s cost and expense, under the Company’s group health, dental and prescription group plans for a period commencing on the Executive's Date of Termination and ending on the earlier of (i) 24 months after the Executive's Date of Termination and (ii) the date on which the Executive accepts a position with another employer. The Executive acknowledges that under the Code, these amounts will be treated as imputed income to him for income tax purposes.
(d) if the Executive’s group health, dental and prescription coverage continues for 36 months under subsection (c) above, then following the expiration of the 24-month period, the Executive and his dependents will continue to be eligible for coverage, at the Executive’s cost and expense, under the Company’s group health, dental and prescription group plans until the earliest of (i) the Executive's eligibility for Medicare benefits, (ii) the date on which the Executive accepts a position with another employer; or (iii) the date the Executive ceases paying for such coverage. Notwithstanding any provisions of this Section 6.4 to the contrary, if Executive breaches any or all of the provisions of Sections 7.1 and 7.2, the continuation of payments and benefits pursuant to this Section 6.4 shall cease upon such breach and, to prevent the Executive’s unjust enrichment, the Executive shall immediately pay the ...
Termination After Change of Control. Executive may terminate his/her employment within three (3) months after a Change of Control and prior to the expiration of the Term upon two (2) weeks prior written notice to the Company.
Termination After Change of Control. “Termination” shall include (a) termination by the Corporation of the employment of Executive with the Corporation within two years after a Change of Control for any reason other than death, Permanent Disability, retirement at or after his Normal Retirement Age, or Cause or (b) resignation of the Executive after the occurrence of any of the following events within two years after a Change of Control of Saia:
Termination After Change of Control. 25.1 This Agreement will terminate automatically immediately after a change of control (as defined below) of the Owners and/or of the Owner's ultimate parent. Upon such termination, the Owners will be required to pay the Manager the Termination Payment in a single Installment.
Termination After Change of Control. If the Company terminates Executive's employment without Cause, or Executive terminates his employment for Good Reason, in either case within six months after a Change of Control, then (i) the Company shall pay to Executive in either a lump-sum or through salary continuation, at the Company's sole discretion, the amount of Executive's then current base salary for a period of 12 months, (ii) the Company and the Board shall cause all of Executive's unvested stock options to immediately vest effective as of the date Executive's employment terminates, and Executive shall have four months to exercise the options vested under this Section 3, (iii) if Executive elects continued coverage under the Company's health plan pursuant to the Comprehensive Omnibus Budget Reconciliation Act of 1985, as amended, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's health plan until the first to occur of (A) the date that is 12 months after the date of termination and (B) the date upon which Executive is employed by a third party and is eligible for coverage by such third party's health insurance plan and (iv) if Executive elects continued coverage under the Company's life insurance plan, then the Company shall continue to pay the Company's portion of the premium for Executive's continued coverage under the Company's life insurance plan, or if continued coverage under the Company's life insurance plan is not available pursuant to the terms of such plan, then the Company shall pay to Executive the amount of the premium that would otherwise be payable by the Company if Executive's employment were not terminated until the date that is 12 months after the date of termination. Thereafter, Executive shall not be entitled to receive, and the Company shall have no obligation to provide Executive with any additional salary, payments or benefits of any kind.
Termination After Change of Control. If, within 24 months following a Change of Control (as hereinafter defined), the Company or its successor terminates Employee's employment without cause or by Constructive Termination, Employee will be paid, in a lump sum payment, an amount equal to two times the sum of (i) his annual salary for the year in which such termination occurs and (ii) the greater of (A) the target bonuses for each of the four quarters in the year in which such termination occurs and (B) the actual bonus earned by Employee for the four fiscal quarters immediately preceding such termination. All unvested stock options referenced in Section 3.1(c)(ii) shall vest effective as of the date of termination and Employee may exercise such options for a period of 90 days from the date of termination. Employee shall receive his accrued and unpaid salary and any accrued and unpaid pro rata bonus through the date of termination, and Employee will continue to participate in any benefits referenced in Section 3.2(c) for a period of two years from the date of termination; PROVIDED, HOWEVER, to the extent that any benefit under Section 3.2(c) cannot be continued during a period when Employee is not an employee of the Company, the Company shall pay Employee an amount in cash equal to the economic value of such benefit, such value to be determined as of the time of termination.
Termination After Change of Control. If Company terminates Employee without Proper Cause within twelve months of an event constituting a Change of Control, and if the Officer shall duly have complied with and observed the covenants of this Agreement, the Officer will be discharged from the covenants of Section 11 at any time during the Restricted Period by filing with the Company a duly executed statement satisfactory to Company, releasing the Company and, if applicable, its insurance carriers, from any and all obligations under the terms of this Agreement. Notwithstanding said Release, Officer shall remain subject to all other covenants and restrictions of this Agreement, including, but not limited to Sections 12 and 13.
Termination After Change of Control. If the Employee’s employment pursuant to this Agreement is terminated as a result of and within twelve (12) months after a Change of Control (as hereinafter defined), the Employee shall be entitled to the immediate vesting of all nonvested stock options granted and accumulated up to the date of termination and a severance pay in an amount equal to three (3) times the Employee’s annual base salary and annual cash bonus. A “Change of Control” is defined as the occurrence of any of the following events: (i) a merger where the Corporation and/or CPB, Inc., the 100% owner of the Corporation (“CPBI”) is not the surviving corporation; (ii) the transfer of all or substantially all of the assets of the Corporation to another unaffiliated corporation, entity or person; (iii) the acquisition by any person, group of related or affiliated persons (excluding, however, affiliates of the Corporation) or group of persons acting in concert in one or more transactions of equity securities of the Corporation and/or CPBI of fifty percent (50%) or more of the outstanding voting power of the Corporation and/or CPBI after such transaction or transactions.
