Termination Due to Change in Control. If a Change in Control (as hereafter defined) should occur and the Executive either resigns or is terminated without cause within six (6) months prior to or within two (2) years after such Change in Control, the Company shall pay Executive all base salary, bonuses and other benefits that accrued prior to the effective date of the Change in Control and the following shall occur:
Termination Due to Change in Control. If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).
Termination Due to Change in Control. (I) The Term and Executive's employment hereunder may be terminated by Executive upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, "Change in Control" shall occur in the event that, ----------------- during any period of three (3) consecutive months commencing after the date of this Agreement, a majority of the Board is not comprised of any combination of (A) Board members as of the date of the Agreement (collectively, the "Initial Board"); (B) individuals recommended by a majority of the Initial Board to succeed members of the Initial Board; and (C) individuals added to the Initial Board by decision of a majority of the Initial Board. (II) If the Term and Executive's employment is terminated by Executive due to a Change in Control, Executive shall be entitled only to receive: (A) the Accrued Rights; (B) the maximum amount that can be paid to Executive, without any portion thereof constituting an "excess parachute payment" as defined in 280G(b)(1) of the Internal Revenue Code of 1986, as amended (the "Code") or any successor section of the Code. Such payment shall be made to Executive in one lump sum on or before the Company's next regular payroll date immediately following Executive's date of termination due to a Change in Control, or as soon thereafter as is consistent with the Annual Incentive Plan and/or Long Term Incentive Plan, as applicable. The computation of such payment shall be made, at the sole cost and expense of the Company, by the independent auditors then retained by the Company, or if such auditors notify the Company that they are unwilling to perform such computation, then by any nationally or regionally recognized independent public accounting firm selected by Executive. The computation provided by such auditors shall be final and binding on the Company and Executive. The Company and Executive shall provide such auditors with all documents and other information that the auditors may reasonably request concerning such calculation; (C) such Executive Benefits, if any, pursuant to Paragraph 4 herein as to which Executive may be entitled for a period of two years immediately following Executive's date of termination; (D) notwithstanding Paragraph 9(c)(ii)(C) above, payment of premiums by the Company for health, disability and life insurance coverage equivalent to that provided to Executive pursuant to the Company's benefit plans through the end of the Term. After such period, Executive may elect cont...
Termination Due to Change in Control. 9.1 Employee may terminate Employee's employment for any reason due to a Change in Control (as herein defined) or during the eighteen-month period following a Change in Control if the successor entity following a Change in Control (A) causes any material change in the terms of Employee's employment as set forth in this Agreement or (B) reassigns the Employee’s principal place of employment in excess of 25 miles from the principal place of Employee’s employment.
Termination Due to Change in Control. Executive will be eligible for compensation in accordance with the terms and conditions of the Company’s Executive Change in Control Severance Benefit Plan, as in effect from time to time.
Termination Due to Change in Control. If Employee is terminated by the ------------------------------------- Company, for any reason as part or because of a change in control of the Company, then Employee shall be entitled to a one time lump sum payment of cash for the termination of this Agreement as follows: Termination Occurring In Amount Years One (1) through Three (3) $ 255,000.00 Years Four (4) through Five (5) $ 170,000.00 The cash payment set forth herein, shall be made within Five (5) days of the date of delivery to Employee of written termination of this Agreement by the Company. Upon receipt of the payment as set forth herein, the Employee and the Company shall in writing cancel this Agreement and the parties shall be released of all further obligations under this Agreement, provided however, that any options which have been granted to Employee and which are otherwise vested shall remain unimpaired and in full force and effect. A change in control of the Company shall be deemed to have occurred when, as a result of any type of corporate reorganization, execution of proxies or voting trusts or other arrangements, a person or group of persons acquire sufficient equity or voting control of the Company to elect more than a majority of the Board of Directors.
Termination Due to Change in Control. (i) The Term and Consultant’s engagement hereunder may be terminated by Consultant upon a Change in Control (as defined below) of the Company. For purposes of this Agreement, “Change in Control” shall occur in the event that, (A) during any period commencing six (6) months after the date of this Agreement, the Board or any affiliate thereof and/or individuals who were recommended by the Board to succeed as Board members are no longer the Board of Directors of the Company; (B) any person who is not currently such becomes the beneficial owner, directly or indirectly, of securities of the Company representing at least 50% of the combined voting power of the Company’s then outstanding voting securities; (C) any merger (other than a merger where the Company is the survivor and there is no accompanying Change in Control under clause (B) of this Paragraph 7(c)(i), consolidation, liquidation or dissolution of the Company; or (D) the sale of all or substantially all of the assets of the Company. If Consultant’s engagement is terminated by Consultant due to a Change in Control, Consultant shall be entitled to receive the rights enumerated under 7(b) through the effective date of the Change of Control.
Termination Due to Change in Control. Employee may terminate Employee's employment due to a Change in Control without prior notice.
Termination Due to Change in Control. For so long as the Owner, or the principals of the Owner, own or control, directly or indirectly, at least twenty percent (20%) of the outstanding voting stock of the Manager (or its controlling parent entity), the Owner shall have the right to terminate this Agreement upon 30 days prior written notice to the Manager in the event of a "Change in Control" of the Manager (or its controlling parent entity). For purposes of this provisions, "Change in Control" shall mean, whether through a single transaction or a series of transactions: (a) the transfer of all or substantially all of the assets of such entity, (b) the transfer of an equity interest in such entity after which the acquiror holds more than fifty percent (50%) of the voting power of all equity interests in such entity, or (c) the merger, consolidation, or other reorganization of such entity with or into another entity which results in a change of more that fifty percent (50%) of the composition of the governing body of such entity.
Termination Due to Change in Control. Termination under this Section occurs if (i) the Company terminates the employment of Executive for any reason other than for Cause as defined in Section 6(e), or (ii) Executive resigns his/her employment for Good Reason pursuant to Section 6(f), within the two year period immediately following a Change in Control as defined in Exhibit B attached hereto. Anything in this Agreement to the contrary notwithstanding, if a Change in Control occurs during the term of the Agreement and if Executive's employment with the Company has been terminated either by the Company without Cause or by Executive for Good Reason within six months prior to the date on which the Change in Control occurs, and if Executive reasonably demonstrates that such termination of employment (i) was at the request of a third party who has taken steps reasonably calculated to effect the Change in Control or (ii) otherwise arose in connection with or anticipation of the Change in Control, then for all purposes of this Agreement the severance benefits payable to Executive shall be determined as if the Change in Control had occurred on the date immediately prior to the Date of Termination.
