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Common use of Termination After Change of Control Clause in Contracts

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.

Appears in 3 contracts

Samples: Employment Agreement (Telescan Inc), Employment Agreement (Telescan Inc), Employment Agreement (Telescan Inc)

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Termination After Change of Control. IfExcept as set forth in Section 3.1(d)(ii), 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)(ii3.1(c) 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.. In the event that Employee is deemed to have received an excess parachute payment (as such term is defined in Section 280G(b) of the Internal Revenue Code of 1986, as amended (the

Appears in 2 contracts

Samples: Employment Agreement (Investools Inc), Employment Agreement (Investools Inc)

Termination After Change of Control. IfExcept as set forth in Section 3.1(d)(ii), if, within 24 months following a Change of Control (as hereinafter defined), the Company or its successor terminates Employee's ’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)(ii3.1(c) 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; PROVIDEDprovided, HOWEVERhowever, 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.. In the event that Employee is deemed to have received an excess parachute payment (as such term is defined in Section 280G(b) of the Internal Revenue Code of 1986, as amended (the

Appears in 2 contracts

Samples: Employment Agreement (Investools Inc), Employment Agreement (Investools Inc)

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 ’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)(ii3.1(c) 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; PROVIDEDprovided, HOWEVERhowever, 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.

Appears in 1 contract

Samples: Employment Agreement (Investools Inc)

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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)(ii3.1(c) 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.

Appears in 1 contract

Samples: Employment Agreement (Investools Inc)

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