Common use of Termination by the Company Without Cause Prior to a Change in Control Clause in Contracts

Termination by the Company Without Cause Prior to a Change in Control. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event that the Company terminates the Executive’s employment without Cause prior to a Change in Control, the Executive shall be entitled, in lieu of any other compensation and benefits whatsoever, to: (a) an amount equal to three times one hundred sixty percent (160%) of the Executive’s Base Salary at the rate in effect at the time of his termination, one-third of which shall be paid in a lump sum upon satisfaction of the conditions set forth in Subsection 8.3, and the other two-thirds of which shall be paid out in equal bi-weekly installments for the duration of the Restriction Period; (b) any annual bonus awarded but not yet paid and a Pro Rata Bonus for the fiscal year in which such termination of employment occurs; (c) any deferred bonus, including interest or other credits on the deferred amounts to the extent provided in the plans or programs providing for deferral; (d) exercise, within one hundred eighty (180) days, all stock options that have vested prior to termination, and shall forfeit all stock options that have not vested; (e) reimbursement for expenses incurred but not paid prior to such termination of employment; and (f) continuation of the Executive’s medical insurance, at the Company’s expense, for thirty-six (36) months or, at the Company’s option, payment to the Executive of the economic equivalent thereof.

Appears in 3 contracts

Samples: Executive Employment Agreement (Station Casinos Inc), Executive Employment Agreement (Station Casinos Inc), Executive Employment Agreement (Station Casinos Inc)

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Termination by the Company Without Cause Prior to a Change in Control. Notwithstanding any other provision of this Agreement, the Company may terminate the Executive’s employment without Cause, other than due to death or Disability, at any time during the Term of Employment by giving written notice to the Executive. In the event that the Company terminates the Executive’s employment without Cause prior to a Change in Control, the Executive shall be entitled, in lieu of any other compensation and benefits whatsoever, to: (a) an amount equal to three times one hundred sixty percent (160%) of the Executive’s Base Salary at the rate in effect at the time of his termination, one-third of which shall be paid in a lump sum upon satisfaction of the conditions set forth in Subsection 8.3, and the other two-thirds of which shall be paid out in equal bi-weekly installments for the duration of the Restriction Period; (b) any annual bonus awarded but not yet paid and a Pro Rata Bonus for the fiscal year in which such termination of employment occurs; (c) immediate vesting of any deferred bonuscompensation or bonuses, including interest or other credits on the deferred amounts amounts, to the extent provided in the plans or programs providing for deferral; (d) exercise, within one hundred eighty (180) days, all stock options that have vested prior to termination, and shall forfeit all stock options that have not vested; (e) reimbursement for expenses incurred but not paid prior to such termination of employment; and (f) continuation of the Executive’s medical insurance, at the Company’s expense, for thirty-six (36) months or, at the Company’s option, payment to the Executive of the economic equivalent thereof.

Appears in 1 contract

Samples: Executive Employment Agreement (Station Casinos Inc)

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