Termination by the Executive following a Change in Control. The termination of the Executive’s employment with the Company by the Executive if the Company or the Board, without the Executive’s written consent, violates or takes direct action or inaction that would violate the Company’s code of ethics as in effect immediately prior to the Change in Control.
Termination by the Executive following a Change in Control. Upon the termination of the Executive’s employment by the Executive following a Change in Control pursuant to Section 4(f) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through his last day of employment with the Company, (ii) a severance payment equal to the Executive’s Base Salary (calculated as a monthly amount) for a period of the earlier of twelve (12) months following the Executive’s last day of employment with the Company or the Executive’s first day of a new position with another Person, (iii) all amounts that are fully vested and properly payable on or before his last day of employment under all retirement plans sponsored by the Company in accordance with the provisions of such plans, and (iv) all other amounts that are properly payable to the Executive by the Company that have not been paid to him on or before his last day of employment. The foregoing monthly severance payment shall begin within thirty (30) days following the Executive’s last day of employment with the Company and other amounts shall be paid to the Executive within sixty (60) days of his last day of employment with the Company, unless provided otherwise by the ESOP or by a retirement, incentive compensation or other plan of the Company. In addition, all outstanding awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as the case may be, the Executive simultaneously with a Change in Control unless expressly provided otherwise in (I) the applicable Incentive Plan, or (II) the applicable Award Agreement.
Termination by the Executive following a Change in Control. For purposes of this Section 15 and only for such purposes, Change in Control" shall mean : any change of control, in fact or in law, including any sale, transfer or any other disposition or transaction or series thereof, directly or indirectly, pursuant to or as a result of which any person or group of persons acting together or in concert shall acquire, hold or exercise, whether directly or indirectly, rights over securities to which are attached more than fifty percent (50%) of the votes that may be cast to elect directors of the Corporation, or which entitle the holder(s) thereof to more than fifty percent (50%) of the economic value of the Corporation but shall not include a change of control resulting from the issuance by the Corporation of securities from treasury pursuant to a financing. The Executive may terminate his employment hereunder at any time within a period of six (6) months following a Change in Control; in such event, the Corporation shall be required to pay the Executive any Accruals, and provide him with the Termination Benefits.
Termination by the Executive following a Change in Control. Upon the termination of the Executive’s employment by the Executive following a Change in Control pursuant to Section 4(f) hereof, the Company shall pay to the Executive (i) that portion of his Base Salary earned through his last day of employment with the Company, (ii) a severance payment equal to the Executive’s Base Salary (calculated as a monthly amount) for a period of six (6) months following the Executive’s last day of employment with the Company, (iii) all amounts that are fully vested and properly payable on or before his last day of employment under all retirement plans sponsored by the Company or CRI in accordance with the provisions of such plans, and (iv) all other amounts that are properly payable to the Executive by the Company or CRI that have not been paid to him on or before his last day of employment. The foregoing monthly severance payments shall begin within thirty (30) days following the Executive’s last day of employment and all other amounts shall be paid to the Executive within sixty (60) days of his last day of employment, unless provided otherwise by the ESOP, by a retirement or other plan, by policy or by the historical practices of the Company or CRI. In addition, all awards of cash bonuses, stock options, restricted stock and other incentive compensation (whether cash or equity based) shall vest and be paid or distributed to, or be exercisable by, as the case may be, the Executive simultaneously with a Change in Control unless expressly provided otherwise in (I) the applicable Incentive Plan, or (II) the applicable Award Agreement.
Termination by the Executive following a Change in Control. In the event Executive's employment is not terminated by the Company during the first twelve (12) months following a Change in Control, Executive may terminate this Agreement upon 60 days notice to the Company during the period beginning on the first anniversary of the Change in Control and ending on the 60th day following such first anniversary. In the event Executive elects to so terminate this Agreement, then Executive shall be entitled to receive the following: (A) Base Salary and vacation accrued through the Termination Date plus continued Base Salary for a period of twenty-four (24) months following the Termination Date (the "Severance Period"), payable in accordance with the Company's regular payroll schedule as in effect from time to time; (B) a bonus payment of $500,000, representing two times the amount of the bonus paid to Executive in April 2001 for fiscal year 2000; (C) continuation of group health benefits pursuant to the Company's standard programs as in effect from time to time (or continuation of substantially similar benefits, through a third party carrier, at the Company's election), for a period of not less than eighteen (18) months (or such longer period as may be required by COBRA), provided that Executive makes the necessary conversion; (D) the right to exercise for one year following the Termination Date (or such longer period as may be provided in the applicable stock option plan or agreement) all outstanding stock options held by Executive; (E) an offsite office and secretarial support paid for by the Company for a period of twelve (12) months after the Termination Date; and (F) no other compensation, severance or other benefits. Notwithstanding the foregoing, however, if Executive violates the noncompetition agreement set forth in Section 7 during the Severance Period, the Company shall not be required to continue to pay the salary or bonus specified in clause (A) or (B) hereof for any period following the Termination Date, and in such event Executive shall be obligated to repay to the Company any amounts previously received pursuant to clause (A) or (B) hereof, to the extent the same relate to any period following the Termination Date.
Termination by the Executive following a Change in Control. Upon the termination of the Executive’s employment by the Executive following a Change in Control pursuant to Section 4(f) hereof, the Company shall pay no severance to the Executive.
Termination by the Executive following a Change in Control. Upon the occurrence of any Good Reason (as defined above) during the six (6) month period immediately following a Change in Control, the Executive may terminate his employment and the Company shall pay to the Executive, in a single lump sum, a severance payment equal to his annual base salary then in effect. The Executive must notify the Company in writing within thirty (30) days of the initial existence of any fact or circumstance that the Executive believes constitutes Good Reason. The Company shall then have thirty (30) days following receipt of such notice during which it may cure such fact or circumstance and, if so cured, Good Reason shall no longer exist.
Termination by the Executive following a Change in Control. The Executive may terminate his employment for Good Reason arising after a Change in Control, in which case the Company shall be obligated to pay, and the Executive shall be entitled to receive without any requirement of mitigation, the following:
(a) an amount payable in a lump sum within 30 days following the Executive’s Separation from Service equal to 2.99 times the sum of (i) the Executive’s current Base Salary and (ii) the average of the Bonus payments for the three most recent taxable years preceding termination; in the event such 30-day period extends over two tax years, the Executive shall not be permitted, directly or indirectly, to designate the tax year in which such amount is paid;
(b) pro-rata Bonus for the fiscal year in which the Executive’s employment terminated, payable when such Bonus would otherwise be paid to the Executive pursuant to Paragraph 4.2;
(c) any outstanding unvested stock options and restricted stock awards under the Company’s 1988 Employee Incentive Stock Option Plan, the 1997 Long-Term Incentive Plan, the Stock Plan, and any other equity plans shall become immediately vested and exercisable; provided that any such options granted on and after the date of the Prior Agreement may be exercised by the Executive within the earlier of (x) three years following the date of such termination or (y) the original expiration date of such option, and options granted prior to the date of the Prior Agreement may be exercised in accordance with their terms;
(d) continuation of the Executive’s perquisites and all other benefits of the Executive under any of the Company’s medical and benefit plans, life insurance plans, disability income plans, benefits equalization plan, vacation plans, expense reimbursement plans, or other employee benefit plans described in Paragraph 5 hereof (collectively the “Employee Benefit Plans” and each individually an “Employee Benefit Plan”), upon the same terms as in effect on the date of employment termination for the remainder of the Term, or until such earlier time as the Executive becomes eligible for equivalent coverage(s) under another group benefit plan. Solely for purposes of benefits continuation under the Employee Benefit Plans, the Executive shall be deemed to be an active employee of the Company, during the above-described continuation period following employment termination. To the extent that benefits required under this Paragraph 6.4(d) cannot be provided under the terms of any Employee Benefit ...
Termination by the Executive following a Change in Control. Upon the occurrence of any of the following events during the six (6) month period immediately following a Change in Control, the Executive may terminate his employment and the Company shall pay to the Executive, in a single lump sum, a severance payment equal to his annual base salary then in effect: (i) a material reduction in the Executive’s duties or responsibilities from those in effect on the day before the Change in Control, or (ii) a material reduction in the Executive’s base salary in effect on the day before the Change in Control (other than as a result of deductions or withholdings authorized by law or by the Executive or as a result of the Executive, at his request and upon the Company’s concurrence, no longer serving as a full-time employee of the Company), or (iii) a material breach of this Agreement by the Company.
Termination by the Executive following a Change in Control. In the event that a Change In Control (as defined below) shall occur at any time during the Term, the Executive shall have a one-time right, to be exercised by providing written notice thereof to the Company within 90 days of the consummation of the transaction in which a Change In Control occurs, to terminate this Agreement, with the Termination Date being a date specified by the Executive in such notice of termination, which day shall be between 15 and 45 days following such notice. If the Executive shall provide such notice in a timely manner, his right to terminate this Agreement under this Section 7(c)(ii) shall expire and be of no further force and effect. The Executive's rights under this Section 7(c)(ii) shall apply only to the first FOR THE QUARTER ENDED MARCH 31, 1996 Change In Control which shall occur during the Term period. For purposes of this Agreement, a Change in Control shall mean (A) the consummation of any merger, consolidation or combination with the Company and another entity in which (i) the Company is not the surviving entity and (ii) the stockholders of the Company immediately prior to such transaction do not own a majority of the voting equity securities of the surviving entity immediately after such transaction or members of the Board immediately prior to such transaction do not constitute a majority of the board of directors of the surviving entity immediately following such transaction; (B) any transaction or related transactions whereby any person or group (each within the meaning the Securities Exchange Act of 1934), other than Alfrxx X. Xxxxx, Xxrkxxxx Investment Corporation, the holder of the Company's debentures outstanding on the date hereof, or any of their respective affiliates, acquires 50% or more of the voting equity securities of the Company or (C) the sale of all or substantially all of the assets of the Company to an unaffiliated entity followed by the liquidation of the Company.
