Termination Due to Change of Control. A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.
Termination Due to Change of Control. If employment is terminated within TWELVE (12) months after any of the events delineated in Section 4.1.6 of this Agreement ("Change of Control"), COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE:
i. Any compensation then due EMPLOYEE in accordance with Sections 3.1.1 and 3.1.2 and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings; and
ii. ONE HUNDRED PERCENT (100%) of the Employee's eligible cash incentive bonus percentage of base salary, as described in Section 3.1.2, and any unpaid bonus earned by EMPLOYEE prior to the then current fiscal year, less applicable withholdings; and
iii. Any shares for options awarded in accordance with and pursuant to the Long-Term Incentive Plan applicable to EMPLOYEE's option award(s); and
iv. Payment of full COBRA premium for TWENTY-FOUR (24) months following termination. Should EMPLOYEE discontinue COBRA coverage or elect alternative coverage, a cash payment will not be provided in lieu of payment of premium; and
x. Xxxxxxxxx compensation totaling THIRTY-SIX (36) months' base pay, determined at EMPLOYEE's then-current rate of base pay; provided, however, that EMPLOYEE may elect to accept a lesser amount of severance than stipulated if EMPLOYEE deems it beneficial to him/her in light of various income and excise tax considerations. In consideration for this severance compensation, EMPLOYEE, on behalf of himself, his agents, heirs, executors, administrators, and assigns, expressly releases and forever discharges COMPANY and its successors and assigns, and all of its respective agents, directors, officers, partners, employees, representatives, insurers, attorneys, parent companies, subsidiaries, affiliates, and joint ventures, and each of them, from any and all claims based upon acts or events that occurred on or before the date on which EMPLOYEE accepts the severance compensation, including any claim arising under any state or federal statute or common law, including, but not limited to, Title VII of the Civil Rights Act of 1964, 42 U.S.C. '' 2000e, et seq., the Americans with Disabilities Act, 42 U.S.C. '' 12101, et seq., the Age Discrimination in Employment Act, 29 U.S.C. '' 623, et seq., the Worker Adjustment and Retraining Notification Act, 29 U.S.C. '' 2101, et seq., and the California Fair Employment and Housing Act, Cal. Gov't Code '' 12940, et seq. EMPLOYEE acknowledges that he is familiar with sect...
Termination Due to Change of Control. If at any time during the Term a third party acquires a controlling interest in the Company ("Change of Control"), Executive may at her discretion, elect to sever her relationship with the Company. In this instance, the provisions of Paragraph 7.5 above shall apply. A "Controlling Interest" shall be defined as a transfer of ownership of 40 percent or more of the outstanding shares of Company. In the event of a Change of Control of Company occurring while Executive is employed by Company, Executive's Stock Options and Prior Stock Options described in Paragraph 3.5 above, shall have their vesting accelerated in full so as to become one hundred percent vested as of the date of the Change of Control.
Termination Due to Change of Control. This Agreement may be terminated by either Party at any time, upon 12 months’ prior written notice, in the event of a Change of Control of Member.
Termination Due to Change of Control. If the Executive terminates due to Change of Control as defined in Section 2(f), the Executive shall be entitled to receive a severance payment equal to 2.99 times the average annual base salary of the Executive for the three (3) most recent taxable years that ended before the date of termination. The Executive shall not forfeit any and all deferred portion of any award made to the Executive in respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plan(s). Notwithstanding the preceding, if and to the extent the severance payment, either alone or in conjunction with other payments the Executive has the right to receive either directly or indirectly from the Company, would constitute an excess parachute payment (the "Excess Payment") under Section 280G of the Internal Revenue Code of 1986, as amended, the Executive agrees that such cash severance payment shall be reduced by the amount necessary to prevent any such payments to the Executive from constituting an Excess Payment as determined in good faith by the Company.
Termination Due to Change of Control. The Company or its successor may terminate the Employee upon or following a Change in Control without Cause pursuant to Section 6.4, and the Employee may elect to terminate his employment upon or following a Change in Control for Good Reason pursuant to Section 6.6 should any of the listed reasons occur. In the event of the Employee’s termination upon a Change in Control or without Cause or for Good Reason during the 12-month period following a Change in Control, the Employee will be entitled to the severance benefits set forth in Section 6.8(c). “Change of Control” means the occurrence of one or more of the following events:
Termination Due to Change of Control. If the Employment of Employee under this Agreement is terminated pursuant to Section 3(d) above,
(1) in the event that Employer's new management offers Employee a position, Employee will have thirty (30) days from the date the position is offered to decide where to accept or not. If Employee accepts, this Agreement will be terminated and all compensation will be in accordance with the new agreement. If the Employee rejects the offered position, Employee will be entitled to receive within sixty (60) days from the date of change of control, a lump sum equal to the Employee's then current salary for the greater of (i) (24) months or (ii) for the balance of the Employment Period, and further will be entitled to receive the benefits to which Employee would otherwise be entitled pursuant to Section 2(c) above the greater of (i) twelve (12) months or (ii) for the balance of the Employment period from the date of the change of control;
(2) in the event that the Employe s new management does not offer Employee a position, Employee will be entitled to receive within sixty (60) days from the date of change of control, a lump sum equal to the Employee's then current salary for the greater of (i) thirty six (36) months or (ii) for the balance of the Employment Period, and further will be entitled to receive the benefits to which Employee would otherwise be entitled pursuant to Section 2(c) above for the greater of (i) twenty-four (24) months or (ii) for the balance of the Employment period from the date of the change of control; and
(3) upon a change of control of the Employer, all warrants outstanding will vest and employee will have one hundred and eighty (180) days to exercise said warrants.
Termination Due to Change of Control. If employment is terminated within twelve (12) months upon any of the events delineated in Section 4.1.6 of this Agreement ("Change of Control"), COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE: Any compensation and reimbursable expenses owed by COMPANY to EMPLOYEE through the termination date, less applicable withholdings;
Termination Due to Change of Control. If the Executive terminates due to Change of Control as defined in Section 2(f), the treatment for the severance payment to the Executive shall be the same as if the Executive was terminated for reasons other than For Cause as provided for in Section 8(a).
Termination Due to Change of Control. AMEX may, in its sole discretion, terminate this Agreement immediately upon a Change of Control.
