Termination in Conjunction with a Change of Control Sample Clauses

Termination in Conjunction with a Change of Control. If (a) the Company terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof; (b) the Company or any successor entity thereto terminates the employment of the Executive without Cause within six (6) months of any Change of Control; or (c) the Executive terminates his employment for Good Reason within six (6) months of any Change of Control, the Company, or any successor entity thereto, shall have no further obligations hereunder after the Termination Date other than (i) the payment of one (1) year of the Annual Base Salary (as in effect during the year of such termination) payable in accordance with the Company’s customary payroll practices; (ii) the payment of the Annual Bonus due pursuant to Section 3.2 hereof for the calendar year in which such termination occurs, payable on the same date as such Annual Bonus would have been payable for such calendar year pursuant to Section 3.2 hereof had the Employment Term not been so terminated; provided, however, the Annual Bonus for the calendar year in which such termination occurs, shall be pro rated, based on the number of days the Executive was employed (less any Disability Period) over 365 days; and (iii) at no greater out-of-pocket expense to the Company than incurred prior to termination, the Company shall pay for twelve (12) months the premiums for Company-sponsored medical and health benefits (or the reimbursement of COBRA premiums) previously made available to the Executive, but only to the extent permitted by such policies or plans, or as otherwise required by law; however, if the Executive becomes eligible for coverage under any other medical and health policy after termination of employment, or is, or becomes covered by any other medical and health policy the Company’s obligation to pay the premiums due by the Executive for Company-sponsored medical and health benefits shall cease immediately. Notwithstanding the foregoing, in the event that the Executive, or any of his Affiliates (as defined below), participates in any Change of Control transaction as an equity participant and/or as a purchaser of securities or assets and, immediately after the consummation of the Change of Control transaction remains, or within six (6) months of such transaction, becomes actively involved in the operation of the Company, Parent or any successor entity thereto as an officer, director or employee, the provisions of this Section 5.6 shall terminate and...
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Termination in Conjunction with a Change of Control. If EDGEN terminates the employment of the Executive hereunder in conjunction with any Change of Control, pursuant to Section 4.5 hereof, then EDGEN shall have no further obligations hereunder after the Termination Date except payment of the Accrued Obligations and as set forth in this Section 5.5. Provided that the Executive executes and delivers to EDGEN the Release, and the Release becomes irrevocable within 60 days following the Termination Date, then (a) EDGEN will make a lump sum payment, payable as set forth below, of an amount equal to the sum of (i) two (2) times his Annual Base Salary (as in effect immediately prior to the Termination Date) and (ii) an amount, equal to the product of the target Annual Bonus for the year in which the Termination Date occurs, multiplied by 1.50, (b) during the portion, if any, of the 18-month period commencing on the Termination Date that Executive is eligible to elect and timely elects to continue coverage for himself and his eligible dependants under EDGEN’s or an Affiliate’s group health plan pursuant to COBRA or similar state law, EDGEN shall reimburse the Executive on a monthly basis for the amount Executive pays to effect and continue such coverage, and (c) all unvested Equity Awards held by Executive on the Termination Date shall become immediately vested (for performance-based awards, vesting shall be subject to satisfaction of any applicable performance criteria, as determined in accordance with the applicable plan). The payment set forth in Section 5.5(a) will be paid to the Executive in a lump sum within 15 days after the Release becomes irrevocable. Notwithstanding the foregoing, if the 60 day period immediately following the Termination Date overlaps two calendar years, then, if the payment set forth in Section 5.5(a) would otherwise be paid before the Applicable Date, such payment will instead be delayed and paid to the Executive in a lump sum on the first regularly scheduled payroll date following the Applicable Date. If the Release has not become irrevocable within 60 days following the Termination Date, the Executive will forfeit any right to the payments and benefits set forth in this Section 5.5 other than the Accrued Obligations.
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Termination in Conjunction with a Change of Control. A “Change of Control” shall be deemed to have occurred if any of the following occurs with respect to the Company: (i) the direct or indirect sale or exchange in a single or series of related transactions by the stockholders of the Company of more than fifty percent (50%) of the voting stock of the Company; (ii) a merger or consolidation in which the Company is a party and is not the surviving entity; (iii) the sale, exchange, or transfer of all or substantially all of the assets of the Company; or (iv) a liquidation or dissolution of the Company. Pursuant to this Section 4, in the event of any termination of employment by the Company or any successor, or in the event of any reduction in Employee’s Salary, then Employee shall receive, upon written notice to Company, the compensation set forth below. In the event of termination pursuant to this Section 4, then Employee shall receive payment, provided Employee shall not at any time be in violation of Section 7 hereof, and except as provided in Section 3 hereof, the Company shall pay to Employee his/her Salary (at the annual rate in effect prior to the events described in the immediately preceding paragraph), from the date of termination of Employment through and including the date which is twelve (12) months after such date of termination. Such payment shall be made upon termination or in such other manner as shall be mutually agreeable to the Company and Employee. The Company shall also pay for or continue to provide any benefits to Employee (and each member of his/her immediate family) through the date which is twelve (12) months after such date of termination. Employee shall receive payment of all accrued but unpaid bonus or incentive compensation through the date of termination. Employee shall receive payment of accrued but unpaid vacation pay through the date of termination and vacation pay will cease to accrue on termination date. Upon termination all vested Options will remain exerciseable through the date that is twelve (12) months after the date of such termination.
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Related to Termination in Conjunction with a Change of Control

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • 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.

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