Termination in Connection with Change in Control Event Sample Clauses

Termination in Connection with Change in Control Event. If a Change in Control event occurs, and at any time within twenty-four (24) months of such Change in Control event effective date (“COC Period”) the Company, TTEC Parent, or its successor terminates Employee’s employment without Cause (as defined in Paragraph 6(g)) whether such termination occurs outright or pursuant to a Constructive Termination (as defined in Paragraph 6(j)), the Employee shall be entitled to and the Company, TTEC Parent or its successor shall cause the following to occur:
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Termination in Connection with Change in Control Event. If there is a Change in Control, and if, within the period during the two (2) months before or the twelve (12) months after the Change in Control, ChannelAdvisor (or the acquiring entity) (i) terminates Your employment, other than For Cause, or (ii) You terminate Your employment for Good Reason, in each case provided that the termination of employment constitutes a Separation From Service, You will receive the Employment Termination Payments, and, subject to Your execution and nonrevocation within the permitted revocation period of the Severance Agreement, on the next available regularly scheduled payroll date within sixty (60) days following the Termination Date, ChannelAdvisor shall provide You (1) the benefits in Sections 2(B)(1), (2) and (4) above, and (2) full acceleration of vesting of all Your Awards that are unvested as of the Termination Date, with the effect that all such Awards shall be fully vested and exercisable as of the Termination Date.
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Termination in Connection with Change in Control Event. If a Change in Control event occurs, and at any time within fifteen (15) months of such Change in Control event’s effective date (“CIC Period”) the Company, TTEC Parent, or its successor terminates Executive’s employment without Cause (as that term is defined in Paragraph 5(b)) whether such termination occurs outright or pursuant to a Constructive Termination (as defined in Paragraph 5(h)), and provided the Executive executes a separation agreement in a form substantially similar to the agreement set forth in Exhibit G (attached hereto), releasing all legal claims except for those that cannot legally be released and agreeing to continue to comply with all terms of such separation agreement, and any other agreements signed by the Executive with the Company or successor, the Executive shall be entitled to and the Company, TTEC Parent or its successor shall cause the following to occur:
Sample 1
Termination in Connection with Change in Control Event. In the event that, upon a Change in Control or during the eighteen (18) month period immediately following a Change in Control, Executive’s employment is terminated by the Company without Cause (and not for death or Disability) or Executive terminates his employment for Good Reason, (A) if the effective date of such Change in Control (as determined under the below definition of Change in Control) occurs prior to the one (1) year anniversary of the Effective Date, then the Company shall pay Executive an amount equal to one and one-half (1½) times Executive’s Base Salary at the rate in effect on the date of the Notice of Termination, which amount shall be paid to Executive in substantially equal installments for a period of eighteen (18) months following the effective date of Executive’s termination of employment under this Agreement, in accordance with the Company’s standard payroll practices for senior executives, subject to the Delay Period under Section 12(b) of this Agreement; or (B) if the effective date of such Change in Control (as determined under the below definition of Change in Control) occurs on or after the one (1) year anniversary of the Effective Date, then the Company shall pay Executive an aggregate amount equal to (i) two (2) times Executive’s Base Salary at the rate in effect on the date of the Notice of Termination, plus (ii) two (2) times Executive’s then “target” annual cash compensation bonus under the Annual Cash Incentive Plan (as defined below in this Section 6(b)) as then established and in effect for Executive as of the date of the Notice of Termination, which aggregate amount shall be paid to Executive in substantially equal installments for a period of twenty-four (24) months following the effective date of Executive’s termination of employment under this Agreement, in accordance with the Company’s standard payroll practices for senior executives, subject to the Delay Period under Section 12(b) of this Agreement. Executive shall also be entitled to receive the payments and benefits hereinafter referred to in this Section 6(b), whether such Change in Control occurred prior to or on or after the one (1) year anniversary of the Effective Date: With respect to any Company equity incentive awards granted to Executive on or after the Effective Date and which are outstanding as of the date of Executive’s termination of employment under this Section 6(b), the following shall apply to such new equity incentive awards granted on or after...
Sample 1
Termination in Connection with Change in Control Event. If there is a Change in Control, and if, within the period during the two (2) months before or the twelve (12) months after the Change in Control, ChannelAdvisor (or the acquiring entity) (i) terminates Your employment, other than For Cause, or (ii) You terminate Your employment for Good Reason, in each case provided that the termination of employment constitutes a Separation From Service, You will receive the Employment Termination Payments, and, subject to Your execution and nonrevocation within the permitted revocation period of the Severance Agreement: (1) ChannelAdvisor shall pay to You a payment equal to two years of Your Base Compensation. In addition, ChannelAdvisor shall pay to You either: (a) if Your compensation includes a quarterly variable incentive component and the Termination Date is not the last day of the calendar quarter, then one calendar quarter of Your then current quarterly variable incentive compensation calculated at 100% achievement; OR (b) if Your compensation includes an annual variable incentive compensation component and the Termination Date is not the last day of the calendar year, a prorated share (for the period from the beginning of the calendar year to the Termination Date) of Your then current annual variable compensation calculated at 100% achievement. Payment of the amounts in this Section 2(C)(1) shall be made in a one-time lump sum payment on the next available regularly scheduled payroll date within sixty (60) days following the Termination Date. (2) If You timely and properly elect COBRA continuation coverage under ChannelAdvisor’s group health plan for medical or dental coverage, ChannelAdvisor shall pay the monthly premium for the coverage directly to the insurance provider for a period of up to 18 months following the Termination Date. If You receive subsequent employment that includes one or both of these benefits, then upon the first date You are eligible to receive the benefits, You shall promptly notify ChannelAdvisor in writing. Upon receipt of Your notice, ChannelAdvisor shall cease payment for any benefits that are provided by Your new employer. If You delay in notifying ChannelAdvisor of a change in benefits status, You shall promptly return all overpayments. (3) ChannelAdvisor shall fully accelerate vesting of all of the Awards that are unvested as of the Termination Date, with the effect that all such Awards shall be fully vested and exercisable as of the Termination Date. (4) ChannelAdvisor shall exte...
Sample 1

Related to Termination in Connection with Change in Control Event

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or