Common use of Termination and Amendment Procedures Clause in Contracts

Termination and Amendment Procedures. Company may terminate this Agreement effective as of any date by giving Officer, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change in Control, even if notice of termination of this Agreement was given prior to such Change in Control. No notice of termination of this Agreement shall be given any effect whatsoever, and Officer's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change in Control occurs and/or Officer incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Officer's obligations under Sections 4(A) and (B) of this Agreement. Company and Officer may amend this Agreement at any time by written instrument signed by Company and Officer.

Appears in 6 contracts

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc), Officer Severance Agreement (Rightchoice Managed Care Inc), Officer Severance Agreement (Rightchoice Managed Care Inc)

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Termination and Amendment Procedures. Company may terminate this Agreement effective as of any date by giving Officer, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change in of Control, even if Revised March 5, 2001 10 11 notice of termination of this Agreement was given prior to such Change in of Control. No notice of termination of this Agreement shall be given any effect whatsoever, and Officer's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change in of Control occurs and/or Officer incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Officer's obligations under Sections 4(A) and (B) of this Agreement. Company and Officer may amend this Agreement at any time by written instrument signed by Company and Officer.

Appears in 3 contracts

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc /De), Officer Severance Agreement (Rightchoice Managed Care Inc /De), Officer Severance Agreement (Rightchoice Managed Care Inc /De)

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Termination and Amendment Procedures. Company may terminate this Agreement effective as of any date by giving Officer, in accordance with Section 6(B) hereof, at least one hundred eighty (180) days' prior written notice of such termination of this Agreement, specifying the effective date of such termination; provided, however, that Company may not terminate this Agreement within twenty-four (24) months following a Change in of Control, even if notice of termination of this Agreement was given prior to such Change in of Control. No notice of termination of this Agreement shall be given any effect whatsoever, and Officer's and Company's obligations under this Agreement shall continue as if such notice of termination had not been given, in the event that, while this Agreement remains in effect during the notice period, a Change in of Control occurs and/or Officer incurs termination for Cause, Involuntary Termination or Proper Reason Termination. Regardless of anything to the contrary in this Agreement, no termination of this Agreement shall terminate Officer's obligations under Sections 4(A) and (B) of this Agreement. Company and Officer may amend this Agreement at any time by written instrument signed by Company and Officer.

Appears in 2 contracts

Samples: Officer Severance Agreement (Rightchoice Managed Care Inc /De), Officer Severance Agreement (Rightchoice Managed Care Inc /De)

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