TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL Sample Clauses

TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the Executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "change in control" (as defined in subparagraph 1.5 above); or (ii) by reason of the Employer's actions a material change occurs in the scope of the Executive's position, title, responsibilities, duties, salary, benefits, or locations of employment after a "change in control" (as defined in subparagraph 1.5) occurs; or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or a constructive termination (by forcing a resignation or otherwise) of the Executive's employment after a "change in control" (as defined in subparagraph 1.5) occurs, then the Executive (or the Executive's designated beneficiary, or the Executive's estate if no designated beneficiary has been selected, upon the Executive's death) shall be entitled to be paid the Annual Benefit, as defined above, in equal monthly installments, for a period of fifteen (15) years (One Hundred Eighty (180) months), with installments to be paid on the first day of each month, beginning with the month following the month in which the Executive is terminated or any one of the actions referred to above occurs.
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the Executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "Change in Control" (as defined in subparagraph 1.4 above); or (ii) by reason of the Employer's actions any adverse and material change occurs in the scope of the Executive's position, responsibilities, duties, salary, benefits, or location of employment after a "Change in Control" occurs; or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or a constructive termination (by forcing a resignation or otherwise) of the Executive's employment after a "Change in Control" occurs, then the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains fifty-five (55) years of age or any month thereafter, as requested in writing by the Executive and delivered to the Employer or its successor thirty (30) days prior to the commencement of installment payments; provided, however, that in the event the Executive does not request a commencement date as specified, such installments shall be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-two (62) years of age. The installments shall be payable (i) for the period designated in Schedule "D" in the case of the balance in the Benefit Account and (ii) until the Executive's death in the case of the Index Benefit defined in Schedule "B".
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. Upon a Change in Control as defined herein, and within a period of two (2) years following consummation of such a Change in Control, if (i) Executive’s employment is terminated by Employer other than a Termination for Cause; or (ii) without Executive’s prior written consent there occurs (A) any adverse and material change in the nature and scope of Executive’s position, responsibilities, duties, salary, benefits or location of employment, or (B) any event which reasonably constitutes or results in a demotion, significant diminution or constructive termination (by resignation or otherwise) of Executive’s employment, then, in such event, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits, as defined above, in substantially equal monthly installments on the first day of each month, beginning with the month following the month in which the Executive attains fifty-five (55) years of age or any month thereafter, as requested in writing by the Executive and delivered to the Employer or its successor thirty (30) days prior to the commencement of installment payments; provided, however, that in the event the Executive does not request a commencement date as specified, such installments shall be paid on the first day of each month, beginning with the month following the month in which the Executive attains sixty-two (62) years of age. In the event the Executive elects to receive the Executive Benefits prior to attaining sixty-two (62) years of age, the Executive shall be entitled to be paid the Applicable Percentage of the Executive Benefits as described in paragraph (c) of Schedule B. The installments shall be payable until the Executive’s death.
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "change in control" (as defined in subparagraph 1.5 above); or (ii) by reason of the Employer's actions any adverse and material change occurs in the scope of the Executive's position, responsibilities, duties, salary, benefits, or location of employment after a "change in control" (as defined in subparagraph 1.5) occurs or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or a constructive termination by forcing a resignation or otherwise) of the Executive's employment after a "change in control" (as defined in subparagraph 1.5) occurs, then the Executive shall be entitled to be paid the Annual Benefit, as defined above, for a period of fifteen (15) years, with each Annual Benefit amount to be paid in twelve (12) equal monthly installments paid on the first day of each month), beginning with the month following the month in which the Executive is terminated or the action referred to above occurs.
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event (without the prior written consent of the Executive) of (i) the permanent assignment of the Executive by the Employer employing the Executive to duties materially inconsistent with, or which substantially or materially alter the nature or status of, the Executive's responsibilities immediately prior to a Change in Control of the Employer; (ii) reduction by the Employer in the Executive's base salary as in effect on the date of a Change in Control of the Employer as the same may be increased from time to time during the term of this Agreement; (iii) any failure by the Employer to continue in effect without substantial change any compensation, incentive, welfare or benefit plan or arrangement, or any plan or arrangement whereby the Executive may acquire securities of the Employer, in which the Executive is participating at the time of a Change in Control of the Employer (or any other plans providing the Executive with substantially similar benefits, including, but not be limited to, the Employer's Management Incentive Plan, Employees Stock Option Plan, retirement income plan, automobile benefits and life insurance, medical, dental, accident and disability plans) (collectively, "Benefit Plans"), or the taking of any action by the Employer that would adversely affect the Executive's participation in or materially reduce the Executive's benefits under any such Benefit Plan or deprive the Executive of any material fringe benefit enjoyed by the Executive at the time of the Change in Control of the Employer, unless an equitable substitute arrangement (embodied in an ongoing substitute or alternative Benefit Plan) has been made for the benefit of the Executive with respect to the Benefit Plan in question; (iv) the Employer's requiring the Executive to relocate, or the assignment to the Executive of duties that reasonably require the Executive to relocate, to any place other than the Bakersfield, California, metropolitan area; (v) any material breach by the Employer of any provision of this Agreement; (vi) any failure by the Employer to obtain the assumption of this Agreement by any successor or assign of the Employer; (vii) any purported termination of the Executive's employment that is not effected pursuant to a notice of termination given in accordance with requirements for notices described at Paragraph 11.4 of this Agreement and which shall indicate those specific termination provisions in this Agreement relied upon and sets forth in reasonable det...
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "change in control" (as defined in subparagraph 1.5 above); or (ii) by reason of the. Employer's actions any adverse and material change occurs in the scope of the Executive's position, responsibilities, duties, salary, benefits, or location of employment after a "change in control" (as defined in subparagraph 1.5) occurs or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or a constructive termination by forcing a resignation or otherwise) of the Executive's employment after a "change in control." (as defined in subparagraph 1.5) occurs, then the Executive shall be entitled to be paid the Annual Benefit, as defined above, for a period of fifteen (I 5) years, with each Annual Benefit amount to be paid in twelve (12) equal monthly installments paid on the first day of each month), beginning with the month following the month in which the Executive is terminated or the action referred to above occurs.
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the Executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "change in control" (as defined in subparagraph 1.5 above); or (ii) by reason of the Employer's actions A material change occurs in the scope of the Executive's position, title, responsibilities, duties, salary, benefits, or locations of employment after A "change in control" (as defined in subparagraph
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TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL. In the event: (i) the Executive's employment with the Employer is terminated by the Employer in conjunction with, or by reason of, a "change in control" (as defined in subparagraph 1.5 above); or (ii) by reason of the Employer's actions any adverse and material change occurs in the scope of the Executive's position, responsibilities, duties, salary, benefits, or location of employment after a "change in control" (as defined in subparagraph 1.5) occurs; or (iii) the Employer causes an event to occur which reasonably constitutes or results in a demotion, a significant diminution of responsibilities or authority, or
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Related to TERMINATION BY THE EMPLOYER ON ACCOUNT OF OR AFTER A CHANGE IN CONTROL

  • Termination by the Employer for Cause If the Employer terminates this Agreement for cause, the Executive will be entitled to receive his Salary only through the date such termination is effective, but will not be entitled to any Incentive Compensation for the Fiscal Year during which such termination occurs or any subsequent Fiscal Year.

  • Termination by the Employer Without Cause Subject to the payment of Termination Benefits pursuant to Section 7(b), the Executive’s employment under this Agreement may be terminated by the Employer without Cause upon no less than sixty (60) days prior written notice to the Executive.

  • Termination by the Employer The Employer may terminate the Employment Period (i) immediately upon the delivery of a Notice of Termination (as defined in Section 4.01(d) of this Agreement) by the Employer to the Executive setting forth the facts that indicate that a determination has been made that the Executive has a Disability in accordance with Section 4.02 of this Agreement; (ii) immediately upon delivery of a Notice of Termination by the Employer to the Executive setting forth the facts that indicate that an event constituting Cause (as defined in Section 4.03 of this Agreement) has occurred, or on such later date as may be set forth in such Notice of Termination; or (iii) at any time without Cause effective as of the 30th day following the delivery of a Notice of Termination by the Employer to the Executive, or on such later date as may be set forth in such Notice of Termination.

  • Voluntary Termination by the Employee The Employee may voluntarily terminate the Employee's status as employee for other than Good Reason.

  • Termination by the Employee for Good Reason The Employee shall have the right to terminate for “Good Reason” upon thirty (30) days’ prior written notice. For purposes of this Agreement, “Good Reason” shall mean (i) the Company’s material breach of its obligations under this Agreement, including, without limitation, its obligation to pay salary to the Employee, (ii) a material and adverse diminution in the Employee’s job duties, responsibilities or authority, (iii) a change in the location where the Employee is required to perform his duties and responsibilities which exceeds fifty (50) miles from the location specified in Section 5 hereof, or (iv) a material reduction in the Employee’s base salary, it being intended that an individual or aggregate reduction of more than 10% from the Employee’s prior base salary level shall be considered material for purposes of this Agreement. Employee may not resign Employee’s employment for Good Reason unless (A) Employee gives the Company written notice of his objection to any event set forth above within 30 days following such event, (B) such event is not corrected, in all material respects, by the Company within 30 days following its receipt of such notice, and (C) Employee resigns his employment with the Company not more than 30 days following the expiration of the 30-day correction period described in the foregoing subclause (B). In the event of a termination pursuant to this Section, in addition to any other payments or benefits to which the Employee may be entitled under the Company’s benefit plans then in effect, the Company shall pay to the Employee, (i) his base salary through the date of termination, and (ii) provided that the Employee executes within 21 days after termination of employment and does not revoke a general release of claims against the Company and its affiliates, equityholders officers, directors, agents and employees as to employment, benefits and compensation related claims, in a form acceptable to the Company, an amount equal to one times (1.0x) the sum of Employee’s (a) base salary as of the date of termination and (b) Bonus Amount, payable in a single lump sum within 30 days after the date of termination. In the event a severance payment is made under this Section 7.E., the Company will pay to Employee a monthly payment on the first payroll date of each month equal to the COBRA cost of continued health and dental coverage under health and dental plans of the Company pursuant to Section 4980B of the Internal Revenue Code, less the amount that Employee would be required to contribute for health and dental coverage if Employee were an active employee, for a period of twelve (12) months from the termination date; provided, however, that this obligation shall cease at the end of the Benefits Period. These payments will commence on the Company’s first payroll date after the termination date and will continue until the end of the Benefit Period. For the avoidance of doubt, in the event of a termination under this Section 7.E., the Employee shall not be entitled to any other payments under this Agreement except for the Accrued Obligations or as set forth in the immediately preceding sentence.

  • Termination by the Employee The Employee may terminate this Agreement at any time, for any reason or for no reason at all, by giving notice thereof to the Corporation at least thirty (30) days before the effective date of such termination. The Employment Period shall terminate as of the date of such termination of employment.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Termination of Employment Following a Change in Control Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

  • Voluntary Termination by the Executive The Executive may voluntarily terminate his employment with the Company at any time prior to the expiration of the term of this Agreement. Such termination shall constitute a voluntary termination and, in such event, the Executive shall be limited to the same rights and benefits as applicable to the termination for Cause, as described in Section 10(c) above.

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