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 Xxxxx, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates the Executive’s employment and upon the execution of the Release Agreement by the Executive, 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 thirty (30) days following such termination; and
(ii) continuation of group insurance coverage specified in Section 3.3(b) of this Agreement on terms at least equal to those if the Executive’s employment had not been terminated, but not less favorable than that provided to other executives in comparable positions with the Bank, for a period of 24 months from the Date of Termination, including continuation of medical coverage for the Executive and the Executive’s dependents pursuant to COBRA, or under Cal COBRA, with one hundred percent (100%) of premiums for the insurance coverage payable by the Bank monthly to the Executive for a period of 24 months from the Date of Termination. 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 Bank’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. The Executive agrees to notify the Bank 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 Bank’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 Bank may reduce the coverage of any benefits it is required to provide the Execut...
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. (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. Section 4.01. Early Termination and Breach of Agreement 12 Section 4.02. Early Termination Notice 12 Section 4.03. Payment upon Early Termination 12 Section 4.04. Transfers of Assets, Change of Control, Change of Structure 13 Section 5.01. Late Payments 14
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; Payments and benefits provided in this Section 6 shall be in lieu of any termination or severance payments or benefits for which the Employee may be eligible under any of the plans, policies or programs of the Company or under the Worker Adjustment Retraining Notification Act of 1988 or any similar state statute or regulation.
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:
Termination and Change of Control. 5.1 The Company may terminate Kendron’s engagement under this Agreement only upon the occurrence of any of the following events:
(a) Kendron or Greenslade committing an act of gross negligence of wilful misconduct;
(b) the conviction of Kendron or Greenslade under the Criminal Code of Canada or the Securities Acts of any of the Provinces of Canada;
(c) the breach or default of any material term of this Agreement by Kendron or Greenslade if such breach or default has not been remedied to the satisfaction of the Company within 14 days after written notice of the breach of default has been delivered by the Company to Kendron or Greenslade as the case may be; PROVIDED THAT the Company may not terminate this Agreement nor commence proceedings to terminate this Agreement pursuant to sub-paragraph 5.1(c) within 180 days of a “change of control”, as defined in section 7.2 of this Agreement. In the event that the Company purports to terminate this Agreement other than pursuant to subparagraphs 5.1(a) to 5.1(c) inclusive, neither Kendron or Greenslade shall have any duty to mitigate its or his damages.
5.2 In the event of the termination of Kendron’s engagement under this Agreement pursuant to Section 5.1 of this Agreement, the Company shall pay to Kendron within 10 days of the termination the full amount of compensation accrued pursuant to Section 3.1 of this Agreement as of the date of termination.
0.3 Kendron may elect to terminate its obligations under this Agreement upon the breach or default of any material term of this Agreement by the Company if such breach or default has not been remedied to the satisfaction of Kendron and Greenslade within 14 days after written notice of the breach of default has been delivered by Kendron or Greenslade to the Company. Upon termination by Kendron hereunder the Company shall pay to Kendron as liquidated damages and without the obligation to mitigate the balance of monies due for the term of this contract, in full, within 5 business days of notification of termination.
