Termination in Connection with a Change of Control. If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits:
(i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i).
(ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment.
(iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or terminat...
Termination in Connection with a Change of Control. To the extent the Executive is entitled, in connection with the Executive’s termination of employment, to severance or other benefits under the Change of Control Agreement, the Executive shall not be entitled to corresponding benefits under this Section 9.
Termination in Connection with a Change of Control. Notwithstanding any provision to the contrary in Paragraph 6(a) above, if Employee is terminated by Company pursuant to Paragraph 10 above or if Employee resigns pursuant to Paragraph 11(b) above within the eighteen (18) month period following a Change of Control (as defined in Company’s 2006 Equity Compensation Plan, as in effect on the date hereof and as it may be amended from time to time, or in any successor plan of comparable intent) (the “Change of Control Severance Period”), Company shall pay to Employee a lump sum severance payment in an amount equal to 1.33 times the severance payment that Employee would receive under Paragraph 6(a) above had Employee’s employment been terminated by Company for any reason other than Cause, less applicable taxes and other deductions required by law, within 30 days following Employee’s date of termination of employment; provided, that Employee executes and does not revoke at the time of Employee’s termination of employment a General Release satisfactory to Company of any and all claims which Employee may have arising out of or relating to Employee’s employment with Company and/or termination thereof. To the extent any portion of the severance payment payable under this Paragraph 12 is deemed as deferred compensation, Company shall pay such portion in a lump sum as described in this Paragraph 12 if the Change of Control meets the definition of a “change in control event” within the meaning of section 409A of the Code, but in the form of installments as described in Paragraph 6 above if the Change of Control does not meet the definition of a “change in control event” within the meaning of section 409A of the Code. In addition, Company shall maintain Employee in its group health plan on the same basis as if Employee had remained employed by Company during the Change of Control Severance Period for the duration of the Change of Control Severance Period or until Employee becomes covered under another group health plan, whichever occurs first; provided, that in order to receive such continued coverage, Employee shall be required to pay to Company at the same time that premium payments are due for the month an amount equal to the full monthly premium payments required for such coverage and Company shall reimburse to Employee the Health Payment no later than the next payroll date of Company that occurs after the date the premium for the month is paid by Employee. In addition, on each date on which the monthly Health Payment...
Termination in Connection with a Change of Control. If Executive’s employment is terminated by the Company other than for Cause or by Executive for Good Reason during the Effective Period, then Executive shall be entitled to receive the following from the Company:
(i) All amounts and benefits described in Section 7(a)(i) above;
(ii) Within 10 days after the Date of Termination, a lump sum cash payment equal to the Annual Bonus Amount multiplied by the fraction obtained by dividing the number of days in the year through the Date of Termination by 365;
(iii) Within 10 days after the Date of Termination, a lump sum cash payment in an amount equal to 1.5 times the sum of (A) Executive’s Base Salary then in effect (determined without regard to any reduction in such Base Salary constituting Good Reason) and (B) the Annual Bonus Amount; provided, however, that if Executive’s employment is terminated prior to the consummation of a Change of Control but under circumstances that would cause the Change of Control Date to precede the date that the Change of Control is consummated, such amount will be paid in equal installments in accordance with the Company’s regular payroll schedule over the Severance Period described in Section 7(b)(ii);
(iv) If Executive elects to continue Company medical benefits under COBRA, for a period of 18 months following the Date of Termination (the “Benefit Period”), the Company shall continue to pay the Company’s costs of such benefits as Executive elects to continue under the same plans and on the same terms and conditions as such benefits are provided to active employees of the Company. If for any reason COBRA coverage is unavailable at any time during the Benefit Period, the Company shall reimburse Executive no less frequently than quarterly in advance an amount which, after taxes, is sufficient for Executive to purchase medical and dental coverage for Executive and Executive’s dependents that is substantially equivalent to the medical and dental coverage that Executive and Executive’s dependents were receiving immediately prior to the Date of Termination and that is available to comparable active employees, reduced by the amount that would be paid by comparable active employees for such coverage under the Company’s plans. Company’s obligation under this Section 7(b)(iii) shall terminate or be reduced to the extent that substantially similar coverages (determined on a benefit-by-benefit basis) are provided by a subsequent employer;
(v) Notwithstanding any provision to the contrary in an...
Termination in Connection with a Change of Control. If the Employee's -------------------------------------------------- employment terminates as a result of Involuntary Termination (as defined below) other than for Cause at any time after an announcement of a Change of Control and prior to twenty-four (24) months following a Change of Control or the announcement of a Change of Control, whichever comes later (a "Severance Termination"), then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:
Termination in Connection with a Change of Control. If the Officer's employment terminates as a result of Involuntary Termination (as defined below) and such termination is other than for Cause (as defined below) and is within the period commencing on the Company's public announcement of a proposed Change of Control and prior to the earlier of (A) the twelve (12) month period following the consummation of the proposed Change of Control, or (B) the Company's public announcement that the proposed Change of Control will not occur (a "Severance Termination"), then, subject to Section 5, the Officer shall be entitled to receive the following severance benefits:
Termination in Connection with a Change of Control. In the event that within sixty (60) days before or twelve (12) months following the consummation of a Change of Control (as defined below) (the “Change of Control Period”), the Company, or any successor thereto, terminates your employment without Cause or you terminate your employment for Good Reason, then the Company shall (i) pay a lump sum amount equal to twelve (12) months of your then current base salary (without giving any 1 | Page US-DOCS\105988669.1 effect to any reduction thereof which may constitute Good Reason), which will be payable within the period of time set forth in Section 3 below following your termination of employment, (ii) pay a lump sum amount equal to twelve (12) months of the annual bonus you are eligible to receive for the current Calendar year assuming performance is achieved at target and, which will be payable within the period of time set forth in Section 3 below following your termination of employment, and (iii) the vesting and, if applicable, exercisability of each Company equity award held by you, including, without limitation, each stock option of any kind and nature (e.g., time or performance based, etc.), shall accelerate in full as of immediately prior to your termination of employment. In addition, the Company will provide and pay the premium cost for you and your dependents of medical and dental insurance benefits to the extent you were receiving such benefits immediately prior to your termination date from the date of your termination of employment through the earlier of the twelve (12) month anniversary of the termination of your employment or the date you become eligible for medical and dental insurance benefits from a subsequent employer, provided that you timely elect "COBRA" coverage under the Company group health insurance plan under which coverage was being provided to you at the time when your employment terminates. If the Company is unable to provide such medical and dental insurance benefits or "COBRA" coverage is not available to you as of the time when your employment is terminated, then the Company will pay to you a lump sum equal to the premium cost of the benefits provided for the twelve (12) months prior to your termination, payable within the period of time set forth in Section 3 below following your termination of employment.
Termination in Connection with a Change of Control. For purposes of this Agreement, “Termination in Connection With a Change of Control” means, at any time during the Protection Period:
Termination in Connection with a Change of Control. (a) In the event of a "Change in Control" of the Company (as defined herein), and in the event that either in contemplation of such Change of Control or after such Change of Control, Executive's employment is terminated without cause, in addition to any payments to which Executive may be entitled pursuant to Section 4.1, subject to the provisions of paragraph (c) below, Executive shall be entitled to a severance payment equal to the product of the number of full years of employment of Executive with the Company times the sum of (i) one month's salary, and (ii) one/twelfth the annual bonus earned by Executive for the last complete calendar year or year of employment, whichever is greater. In the event Executive voluntarily terminates his employment with the Company within six months of a Change of Control, subject to the provisions of paragraph (c) below, Executive shall be entitled to a severance payment equal to the product of the number of full years of employment of Executive with the Company times the sum of (i) one month's salary, and (ii) one/twelfth times the annual bonus earned by Executive for the last complete calendar year or year of employment, whichever is greater. In addition, in either case, notwithstanding the provisions of any stock option agreement, all stock options held by the Executive shall vest upon such Change of Control.
(b) For purposes of this Section 4.4, a "Change in Control" of the Company shall be deemed to have occurred if (i) any "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company, who is not a "beneficial owner" (as defined in Rule 13d-3 under said Act), of 5% or more of the Company's common stock as of the date of this agreement becomes the beneficial owner, directly or indirectly, of capital stock of the Company representing 40 percent or more of the total voting power represented by the Company's then outstanding capital stock, or (ii) the shareholders of the Company approve (x) a merger or consolidation of the Company with any other company, other than a merger or consolidation in which the shareholders of the Company would own 50% or more of the voting stock of the surviving corporation, (y) the sale of all of substantially all of the assets of the Company, or (z) the liquidation or dissolution of the Company.
(c) Anything in this Agreement to the contrary...
Termination in Connection with a Change of Control. If the Employee’s employment terminates as a result of Involuntary Termination (as defined below) other than for Cause at any time after an announcement of a Change of Control and prior to twenty-four (24) months following a Change of Control or the announcement of a Change of Control, whichever comes later (the “Change of Control Period”) (a “Change of Control Severance Termination”), then, subject to Employee (i) executing and not revoking a Release, (ii) not breaching the provisions of Section 5 hereof, and (iii) the provisions of Section 7 hereof, the Employee shall be entitled to receive the following severance benefits:
