Termination and Change of Control Sample Clauses
Termination and Change of Control. (a) If the Executive shall die during the Employment Period, this Agreement shall terminate, except that (i) Executive's surviving spouse or, if none, his estate, shall be entitled to receive Executive's compensation (including bonus) to the last day of the third calendar month following the date of his death; and (ii) such termination shall not affect any rights which Executive may have at the time of his death pursuant to any insurance or other death benefit, retirement, stock option or other plans or arrangements of the Company or of any subsidiary or affiliate of the Company, which rights shall continue to be governed by the provisions of such plans and arrangements.
(b) At the sole discretion of the Board of Directors, Executive may be terminated if the Executive is disabled (as defined below) and shall have been absent from his duties with the Company on a full time basis for one hundred and eighty (180) consecutive days, and, within thirty (30) days after written notice by the Company to do so, the Executive shall not have returned to the performance of his duties hereunder on a full time basis. In the event of such termination, the Company shall make to Executive the payments specified in Section 4(d). As used herein, the term "disabled" shall (i) mean that Executive -------- is unable, as a result of a medically determinable physical or mental impairment, to perform the duties and services of his position, or (ii) have the meaning specified in any disability insurance policy maintained by the Company, whichever is more favorable to the Executive.
(c) The Company may, by notice to Executive, terminate Executive's employment hereunder for cause. As used herein, "cause" shall mean (i) the ----- conviction of Executive of a felony or conviction of a misdemeanor if such misdemeanor involves moral turpitude; or (ii) Executive's voluntary engagement in conduct constituting larceny, embezzlement, conversion or any other act involving the misappropriation of Company funds in the course of his employment; or (iii) the willful refusal to carry out specific directions of the Board of Directors, which directions shall be consistent with the provisions hereof; or (iv) Executive's committing any act of gross negligence or intentional misconduct in the performance or non-performance of his duties as an employee of the Company; or (v) any material breach by the Executive of any material provision of this Agreement (other than for reasons related only to the busine...
Termination and Change of Control. In the event of a Change of Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change in the Executive’s location of employment outside the counties of Alameda, Contra Costa, Marin, San Francisco, San Mateo or Santa Cxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment, and subject to (i) the execution of the Release Agreement by the Executive, and (ii) such Release Agreement becoming effective and irrevocable within 60 days of the Date of Termination, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severance benefits consisting of:
(i) a cash payment in an amount which shall equal two (2) times the sum of (x) the Executive’s Base Salary, plus (y) the Executive’s Average Annual Bonus, which shall be payable in a lump sum within sixty (60) days following the Date of Termination; and
(ii) if the Executive timely elects continuation of group insurance coverage pursuant to COBRA, or under Cal COBRA, the Company will pay to Executive an amount equal to one hundred percent (100%) of the COBRA premiums for a period of 24 months from the Date of Termination, which amount shall be included in Executive’s income for tax purposes to the extent required by applicable law. After such expiration of the 24 month period, the Executive and the Executive’s dependents shall have such rights to continue to participate under the Company’s group insurance coverage specified in Section 3.3(b) of this Agreement at the Executive’s expense to the extent available under the terms of the plan or benefit and applicable law. The Executive agrees to notify the Company as soon as practicable, but not less than 10 business days in advance of the commencement of comparable insurance coverage with another insurance carrier. The Company’s obligation for the 24 month period specified herein with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverage and benefits of the combined benefit plans of th...
Termination and Change of Control. (a) If the Executive shall die during the Employment Period, this Agreement shall terminate effective as of the date of Executive's death, except that Executive's surviving spouse or, if none, his estate, shall be entitled to receive the benefits set forth in Section 4(d) below.
(b) At the sole discretion of the Board of Directors, Executive may be terminated if the Executive is disabled (as defined below) and shall have been absent from his duties with the Company on a full time basis for one hundred and eighty (180) consecutive days, and, within thirty (30) days after written notice by the Company to do so, the Executive shall not have returned to the performance of his duties hereunder on a full time basis. In the event of such termination, the Company shall make to Executive the payments specified in Section 4(d). As used herein, the term "disabled" shall (i) mean that Executive is unable, as a result of a medically determinable physical or mental impairment, to perform the duties and services of his position, or (ii) have the meaning specified in any disability insurance policy maintained by the Company, whichever is more favorable to the Executive.
Termination and Change of Control. 7.1 Termination Date; Termination Prior to Change of Control or Following Change of Control.
Termination and Change of Control. Buyer may terminate an Order or Release, in whole or in part, upon written notice to Seller, if control of Seller changes. A change of control includes for example: (i) the sale, lease or exchange of a substantial portion of Seller’s assets used for the production of the Goods; (ii) the sale or exchange of a controlling interest in the shares or other ownership interests of Seller; or (iii) the execution of a voting or other agreement of control. Seller shall provide Buyer with written notices of a proposed and actual change of control at least one hundred and twenty (120) days prior to the date the change of control is scheduled to occur. Buyer will have 30 days from the date the second notice from Seller is received within which to notify Seller if it decides to terminate an Order and the effective date of the termination, which will be no sooner than 30 days after the date the written notice of termination is sent.
Termination and Change of Control. In the event of a Change of Control of the Company, if, following such Change of Control but during the Initial Term (x) the Employee’s employment is terminated, or (y) without Employee’s written consent there occurs any material adverse change in the nature and scope of the Employee’s position, responsibilities, duties, or a change of 35 miles or more in the Employee’s location of employment, or any material reduction in Employee’s compensation or benefits and Employee voluntarily terminates his employment, then the Company shall pay or provide the Employee with the following, subject to the provisions of Section 17 hereof:
i. the Accrued Benefits; and
ii. subject to the Employee’s compliance with the obligations in Sections 7, 8 and 9 hereof, the continuation of the Employee’s Base Salary and health and welfare benefits, in each case, as then in effect and in accordance with the Company’s standard payroll and benefit policies (such continuation payments, the “Severance Payments”) for the six (6) month period following termination;
Termination and Change of Control. Section 4.01. Early Termination and Breach of Agreement 12 Section 4.02. Early Termination Notice 13 Section 4.03. Payment upon Early Termination 13 Section 4.04. Transfers of Assets, Change of Control, Change of Structure 14 ARTICLE V LATE PAYMENTS
Termination and Change of Control. If, during the Term, the Company shall terminate the Executive’s employment without Cause in connection with a Change of Control or the Executive shall terminate the Executive’s employment with Good Reason in connection with a Change of Control and such termination occurs within 120 days before or 12 months following a Change of Control, the Company shall pay to the Executive in a lump sum in cash within 30 days after the Date of Termination the aggregate of the following amounts:
(i) the Accrued Obligations;
(ii) the amount equal to the product of (A) three and (B) the sum of (x) the Executive’s annual Base Salary and (y) the Highest Annual Bonus;
(iii) for three years after the Executive’s Date of Termination, or such longer period as may be provided by the terms of the appropriate plan, program, practice or policy, the Company shall continue benefits to the Executive and/or the Executive’s family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies described in Section 3.3 of this Agreement if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Company; provided, however, the Company’s obligation hereunder with respect to the foregoing benefits shall be limited to the extent that the Executive obtains any such benefits pursuant to a subsequent employer’s benefit plans, in which case the Company may reduce the coverage of any benefits it is required to provide the Executive hereunder so long as the aggregate coverages and benefits of the combined benefit plans is no less favorable to the Executive than the coverages and benefits required to be provided hereunder; and
(iv) the Company shall at its sole expense, as incurred, reimburse the Executive up to $5,000 for bona-fide, professional out-placement services.
Termination and Change of Control. In the event termination occurs for reasons other than: (1) cause or (2) Employee's voluntary termination, six months severance shall be provided: including base compensation; health and medical benefits; and outplacement services.
Termination and Change of Control. This Agreement may be terminated by either party with or without cause under the following conditions: