Termination as a Result of a Change of Control. If Executive's employment with the Company is terminated as a result of a Change of Control then Executive shall be entitled to receive severance benefits as follows:
Termination as a Result of a Change of Control. For purposes of this Agreement, “Change of Control Termination” shall mean any of the following:
Termination as a Result of a Change of Control. UGS recognizes that ----------------------------------------------- the continuing possibility of a Change of Control of UGS is unsettling to Executives of the Company. Therefore, the arrangements set forth below are being made to help assure a continuing dedication by Executive to his duties to the Company, notwithstanding the occurrence or potential occurrence of a Change in Control. In particular, UGS believes it important, should the Company receive proposals or inquiries from third parties with respect to its future, to enable Executive, without being influenced by uncertainties of his own situation, to assess and advise the Company whether such proposals would be in the best interests of the Company and its shareholders and to take such other action regarding such proposals as the Company might determine to be appropriate. Accordingly, if between effective date (the "Change of Control Date") of a Change of Control (as defined below) and 24 months following the Change of Control Date, UGS gives notice under Section 3.1 that this Agreement will not be extended for reasons other than Cause, gives notice of termination under Section 3.2.2, or if Executive terminates for Good Reason, UGS shall provide the Executive with the benefits as set forth below in this Section 3.4. Notwithstanding any other provision of this Agreement, if a Change in Control occurs and if the Executive's employment with the Company or any of its subsidiaries is terminated by the Company less than six months prior to the date on which the Change in Control occurs, and if it is demonstrated by the Executive that such termination of employment by the Company (i) was at the request of a third party which has taken steps reasonably calculated to result in or effect the Change in Control or (ii) otherwise arose in connection with or in anticipation of the Change in Control, then for all purposes of this Agreement, such termination of employment shall be deemed to have occurred within two years following such Change in Control provided that the obligations contained in Section 3.1 to deliver a notice of termination shall not apply. Benefits to which Executive shall be entitled are:
3.4.1 Full base salary and any bonus or long term incentive compensation to which the Executive is entitled through the Termination Date.
3.4.2 A severance payment, less all applicable deductions, equal to (i) two times the Executive's annual base salary in effect as of the Termination Date plus (ii) an amount ...
Termination as a Result of a Change of Control. If Employee's employment under this Agreement is terminated as a result of a Change of Control, Employee shall be entitled to receive (i) a single lump sum payment equal to 150 % of Employee's Base Salary and (ii) for a period of six months from the date of Employee's termination, such medical, dental and life insurance benefits that Employee received while employed by the Employer; provided that such benefits shall continue on the terms and subject to the conditions set forth in such plans.
Termination as a Result of a Change of Control. If Company terminates Executive’s employment at any time as a result of a “Change of Control,” and if Executive does not receive [and accept] an offer of employment, [which has comparable responsibilities and compensation] [that continues for at least twelve (12) months] with the new controlling entity, Executive shall be paid the same payments and benefits as set forth above. In addition, if Executive signs (and does not rescind, as allowed by law) a Release of Claims in a form satisfactory to Company and the new controlling entity which assures, among other things, that Executive will not commence any type of litigation or assert other claims against Company, and if Executive complies with all of Executive’s post-termination obligations to Company under this Agreement and Executive’s Confidentiality, Noncompetition and Nonsolicitation Agreement, Company shall pay Executive a post-termination payment equal to twelve (12) months of Executive’s Base Salary as of the effective date of the termination of employment.
Termination as a Result of a Change of Control. If the Executive’s employment is terminated by the Company following a Change of Control without cause, then the Executive shall receive the following payments and benefits from the Company: (A) continued payment of the Executive’s Base Salary in effect at the date of termination for three (3) months, which shall be payable in equal, consecutive monthly installments commencing on the date of termination; (B) payment of the Executive’s (and her dependents’) Consolidated Omnibus Budget and Reconciliation Act of 1985, as amended (“COBRA”) coverage premiums to the extent, and so long as, they remain eligible for COBRA for up to three (3) months, provided, however, such payments shall cease if the Executive becomes eligible to receive medical coverage from a subsequent employer; and (C) any other amounts or benefits owing to the Executive under the then applicable Executive benefit or equity plans of the Company, in accordance with the terms of such plans. The Executive shall also promptly receive the Accrued Amounts from the Company.
Termination as a Result of a Change of Control. Anything in this Agreement or in the Plan to the contrary notwithstanding, if a Change of Control occurs and if the Participant's employment is terminated before such Change of Control and it is reasonably demonstrated by the Participant that such employment termination (a) was at the request, directly or indirectly, of a third party who has taken steps reasonably calculated to effect the Change of Control, or (b) otherwise arose in connection with or in anticipation of the Change of Control, then for purposes of this Section 3, the Change of Control shall be deemed to have occurred immediately prior to such Participant's employment termination.
Termination as a Result of a Change of Control. If Company terminates Executive’s employment at any time as a result of a “Change of Control,” and if Executive does not receive [and accept] an offer of employment, [which has comparable responsibilities and compensation] [that continues for at least twelve (12) months] with the new controlling entity, Executive shall be paid is if he was terminated for cause as set forth in paragraph 21 above. In addition, if Executive signs (and does not rescind, as allowed by law) a Release of Claims in a form satisfactory to Company and the new controlling entity which assures, among other things, that Executive will not commence any type of litigation or assert other claims against Company, and if Executive complies with all of Executive’s post-termination obligations to Company under this Agreement and Executive’s Confidentiality, Noncompetition and Nonsolicitation Agreement, Company shall pay Executive an additional one-time post-termination payment equal to twelve (12) months of Executive’s Monthly Base Salary [as set for in paragraph 4 above] as of the effective date of the termination of employment. This payments as described above in this subsection of the Agreement shall, at the sole option of the Executive, in whole or in part, be converted into the common stock of the Company at the same conversion rate as described mere fully in paragraph 4 above. Any Incentive Awards, commissions, retirement savings contributions, 401(k) contributions and other employee payments or benefits due the employee will be paid to Executive by Company for the duration of the post-termination payment.
Termination as a Result of a Change of Control. Subject to the payment required by paragraph 4 above, the Company may terminate this Agreement as a result of a Change of Control. A "Change of Control" shall be defined as any of the following events: (i) the sale by the Company of substantially all of its business or assets, or (ii) the sale of the capital stock of the Company in connection with the sale or transfer of a controlling interest in the Company to a third party, or (iii) the merger or consolidation of the Company with another corporation as part of a sale or transfer of a controlling interest in the Company to a third party. "A controlling interest" shall be defined as 50% or more of the common stock of the Company.
Termination as a Result of a Change of Control
