Termination Due to Change in Control. In the event that this Agreement and the Employee’s employment are terminated by the Employer within three (3) months of a Change in Control or the Employee terminates his employment for Good Reason within three (3) months of a Change in Control, the Employee shall be entitled to payments in lieu of notice of termination equal to the payments set out and provided in Section 5.5 below, together with all legal and professional fees and expenses incurred by the Employee as a result of such termination (including all such fees and expenses, if any, incurred in contesting or disputing any such termination or in seeking to obtain or enforce any right or benefit):
(a) an amount in lieu of any entitlement to annual incentive for the calendar year in which the Employee is terminated equivalent to the average amount of annual incentive paid to the Employee respecting the previous two calendar years pro-rated from the beginning of the calendar year in which the Employee is terminated to the date of written notice of termination;
(b) an amount equivalent to twenty four (24) months Annual Salary and twenty four (24) months incentive under the terms of the short term incentive plan in place at the time of termination, which incentive will be based on the average incentive earned in the previous two calendar years;
(c) an amount equivalent to the sum of all Registered Pension Plan, supplemental pension plan contributions and all other benefit contributions and premiums ordinarily paid by the Employer for insured benefits for the Employee, which would, but for the termination, have been paid by the Employer for the benefit of the Employee during the twenty four (24) months immediately following the date of termination of this Agreement. At the Employee’s option, rather than payment of an amount equivalent to pension contributions, the Employer shall add an additional twenty four (24) months to the Employee’s age and an additional twenty four (24) months to the Employee’s service for the purpose of calculating the value of the Employee’s pension benefit upon termination; and
(d) an amount in respect of outplacement counselling up to ten (10) percent of the Employee’s Annual Salary to be paid directly to an outplacement counselling agency as chosen by the Employer. The parties acknowledge and agree that these amounts are payable as damages and not a penalty. Subject to any required regulatory or shareholder approval, any stock units held by the Employee at the date of termi...
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. 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 EMPLOYEE is terminated by the Company, for any reason as part or because of a change in control of the Company, or of Intercell, Inc., the Company's parent.,, 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) $216,000.00 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 or 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. 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. 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.
9.2 For purposes of this Agreement "
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. 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. Employee may terminate Employee's employment due to a Change in Control without prior notice.
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.
