Termination in the Event of a Change in Control Sample Clauses

Termination in the Event of a Change in Control. (a) In addition to the payments and provisions under Section 5.1 but in lieu of, and not in addition to, the payments required pursuant to Section 5.2 above, in the event Executive’s employment with the Company is terminated by the Company by reason of non-renewal of the Agreement Term pursuant to Sections 1 and 4.1, by Executive for Good Reason pursuant to Section 4.3, or by the Company without Cause pursuant to Section 4.5, in any such case, in anticipation of and/or within twelve (12) months following a Change in Control (as defined below) provided that such Change in Control also qualifies as a “change in control event” within the meaning of Treasury Regulation Section 1.409A-3(i)(5)(i) (where required to avoid the imposition of penalty taxes under Section 409A) and provided that Executive (or Executive’s legal representative, if applicable) executes a Release and the Release becomes effective and irrevocable prior to the end of the Review Period, Executive shall be entitled to the following: (i) a lump sum cash amount equal to twelve (12) months of Executive’s base salary in effect at the time of Executive’s termination, such payment to be made on the Payment Date, subject to compliance with Sections 5.5 and 12.6; (ii) for up to twelve (12) months after Executive’s date of termination, the Company shall continue Executive’s participation in the Company’s group health and dental plan and shall pay that portion of the premiums that the Company paid on behalf of Executive and his dependents during Executive’s employment; provided, however, that if the Company’s health insurance plan and/or dental insurance plan does not permit Executive’s continued participation in such plan after his termination of employment, then the Company shall pay that portion of the premiums associated with COBRA continuation coverage that the Company paid on behalf of Executive and his dependents during Executive’s employment, including administrative fees, on Executive’s behalf for so long as COBRA continuation coverage is available, up to twelve (12) months; and provided, further, that if Executive becomes employed with another employer during the period in which continued health insurance and/or dental insurance is being provided pursuant to this Section, the Company shall not be required to continue the relevant benefits, or if applicable, to pay the relevant costs of COBRA, if Executive becomes covered under a health insurance plan and/or dental plan of the new employer. (F...
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Termination in the Event of a Change in Control. If the Executive’s employment terminates without Cause or for Good Reason so as to constitute, in either case, a separation from service for purposes of Code Section 409A in the year immediately following a Change in Control, then in addition to the benefits under Section 3(a) above and in lieu of the benefits provided in Section 3(b), the Executive shall be entitled to the following: (i) a pro-rata bonus for the fiscal year determined through the Date of Termination and calculated based on the target bonus for such fiscal year to be paid within 90 days after the Date of Termination; (ii) an amount equal to (A) three times (B) the sum of (I) the Executive’s base salary in effect immediately prior to the Date of Termination, and (II) the Executive’s target annual bonus; (iii) continued payment by the REIT for health insurance coverage for the Executive and the Executive’s spouse and dependents for 18 months, consistent with COBRA following the Date of Termination to the same extent that the REIT paid for such coverage immediately prior to the termination of the Executive’s employment and subject to the eligibility requirements and other terms and conditions of such insurance coverage, provided that if any such insurance coverage shall become unavailable and/or the REIT’s insurer refuses to continue coverage during the 18 month period, the REIT thereafter shall be obliged only to pay monthly to the Executive an amount which, after reduction for applicable income and employment taxes, is equal to the monthly COBRA premium for such insurance for the remainder of such severance period; and (iv) vesting as of the Date of Termination of 100% of all unvested time-based restricted stock awards and LTIP Units, to the extent permitted by law. The treatment of equity compensation awards that are not time based vesting (such as restricted stock which vests based on one or more performance metrics) granted after the effective date of this agreement will be specified in the individual grant agreements and/or the applicable plans covering such awards. ACTIVE/128953549.6 The cash amount due under this clause (e) shall be paid within 90 days after the date of Termination.
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Termination in the Event of a Change in Control. In the event the Executive’s termination of employment occurs in connection with or following a Change in Control, and in the event that any payment made pursuant to Section 3 hereof or any insurance benefits, accelerated vesting, pro-rated bonus or other benefit payable to the Executive under this Agreement or otherwise (the “Severance Payments”), are subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (the “Excise Tax”); then (i) If the reduction of the Severance Payments to the maximum amount that could be paid to the Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”) would provide the Executive with a greater after tax benefit than if such amounts were not reduced, then the amounts payable to the Executive under this Agreement shall be reduced (but not below zero) to the Safe Harbor Cap. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the payments of cash originating under Section 3 (a)-3(d) hereof, and then by reducing other payments to the extent permitted by any applicable plan and/or agreement. (ii) If the reduction for the Severance Payments to the Safe Harbor Cap would not result in a greater after tax result to the Executive, no amounts payable under this agreement shall be reduced pursuant to this provision. (iii) The determination of whether the Excise Tax is payable and the amount thereof shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the REIT and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). For purposes of making the calculations required by this Section 3(e), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The REIT and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 3(e). The REIT shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 3(e).
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Termination in the Event of a Change in Control. If, and only if, (a) a Change in Control shall occur during the initial term or any renewal term of this Agreement, (b) Employee is employed by the Corporation immediately prior to the occurrence of the Change in Control, and (c) Employee is terminated by the Corporation or the acquirer (within the first twelve (12) months following the Change in Control) in the Change in Control transaction, then the Corporation or any successor entity shall pay Employee, in equal monthly installments (or, in the Corporation's sole discretion, as a lump sum based upon the net present value of the future payments using the Corporation's incremental borrowing rate, if any), the Base Salary for twelve (12) months following such termination. During such twelve (12) month period, the Corporation shall not be obligated to pay any additional amounts to the Employee pursuant to this Agreement. The entitlement of the Employee to benefits under a plan described in SECTION 3.4.2 or SECTION 3.5 upon such termination shall be determined in accordance with the provisions of such plans.
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Termination in the Event of a Change in Control. If, and only if, (a) a Change in Control shall occur during the initial term or any renewal term of this Agreement, (b) Employee is employed by the Corporation immediately prior to the occurrence of the Change in Control, and (c) Employee is terminated by the Corporation or the acquirer (within the first twelve (12) months following the Change in Control) in the Change in Control transaction, or the Corporation or the acquirer as part of the Change in Control transaction impose circumstances as defined under "Termination of Material Reason," then the Corporation or any successor entity shall pay Employee, in equal monthly installments (or, in the Corporation's sole discretion, as a lump sum based upon the net present value of the future payments using the Corporation's incremental borrowing rate, if any), the Base Salary for eighteen (18) months following such termination. During such eighteen (18) month period, the Corporation shall not be obligated to pay any additional amounts to the Employee pursuant to this Agreement. The entitlement of the Employee to benefits under a plan described in SECTION 3.4.2 or SECTION 3.5 upon such termination shall be determined in accordance with the provisions of such plans.
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Termination in the Event of a Change in Control. (a) In the event of a Change in Control of Parent, this Agreement shall automatically terminate and cease to be of any force or effect. (b) For purposes of this Section, a "Change in Control of Parent" shall be deemed to have occurred if: (1) the Board of Directors or the shareholders of Parent shall approve (i) any consolidation or merger involving Parent pursuant to which the holders of Parent Shares immediately prior to such merger or consolidation do not have more than sixty percent (60%) of the combined voting power of the capital stock of Parent or such surviving or parent entity immediately after the consolidation or merger, or (ii) any sale, lease, exchange or other transfer of all or substantially all of the assets of Parent (determined on a consolidated basis) in one transaction or a series of related transactions, other than a transfer to a wholly-owned subsidiary of Parent; (2) the Board of Directors or shareholders of Parent shall adopt any plan or proposal for the liquidation or dissolution of Parent; (3) any "person" or "group" of persons (as such terms are determined pursuant to Sections 13(d)(3) and 14(d)(2) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT") and the rules and regulations promulgated thereunder), (other than the Finland Holders and their controlled Affiliates), either alone or in conjunction with their Affiliates, becomes the beneficial owner, directly or indirectly, of voting securities of Parent representing, or securities convertible into, or exchangeable for, securities representing, more than twenty-five percent (25%) of the combined voting power of Parent's then outstanding Capital Stock; or (4) any "person" or "group" of persons, as such terms are determined pursuant to Sections 13(d)(3) and 14(d)(2) of the Exchange Act and the rules and regulations promulgated thereunder, (other than the Finland Holders and their controlled Affiliates), either alone or in conjunction with their Affiliates, acquires the right or power to nominate and/or control, directly or indirectly, whether through the ownership of Capital Stock of Parent, by contract or otherwise, a majority of the members of Parent's Board of Directors. (5) Parent shall issue, during the term hereof, in a single transaction or a series of transactions, more than 20,000,000 new Parent Shares in the aggregate; PROVIDED, HOWEVER, that new Parent Shares issued (i) in the Merger, and (ii) in satisfaction of options or other rights to purchase Par...
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Termination in the Event of a Change in Control. (a) Except as otherwise expressly provided in Sections 11(c) and 11(d) below, no benefits shall be payable under this section unless and until (i) there shall have been a "Change in Control of the Company," as defined in this Section 11, and (ii) Officer is then an employee of the Company or, if Officer is not then an employee of the Company, Officer's employment was severed within six (6) months prior to such Change in Control of the Company for any reason other than for Just and Substantial Cause. (b) In the event of a Change in Control of the Company, Officer shall have, in addition to any other rights provided under this Agreement, the right to terminate his employment under this Agreement by (i) resignation on not less than sixty (60) days' prior written notice given within six (6) calendar months after the occurrence of the Change in Control of the Company. If the Company shall terminate Officer's employment in connection with a Change in Control of the Company as defined in Section 11(a) above, or if Officer shall resign from the Company under circumstances referred to in this Section 11(b), then the Company shall (i) pay and provide to Officer as severance pay under this Section the compensation and benefits which would be payable under, and provided pursuant to, Section 9 in the event of the termination of Officer's employment without Just and Substantial Cause, and (ii) pay and provide the additional benefits set forth in this Article 11.
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Termination in the Event of a Change in Control. (a) In the event of a termination by the Company without Cause pursuant to Section 6.1 or a termination by the Executive for Good Reason pursuant to Section 6.4 that occurs within three (3) months before or six (6) months following a Change in Control as defined below, then, otherwise subject to the requirements of Sections 6.1 (c) and (d), including execution, non-revocation and compliance with the Release, then in lieu of the twelve (12) month acceleration of vesting described in Section 6.1(b)(ii), all of the unvested portion of any stock options and of any restricted stock granted to the Executive shall immediately vest. (b) As used in this Agreement, “Change in Control” shall mean: (i) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, or (ii) a consolidation or merger of the Company with or into any other corporation or other entity or person, or any other corporate reorganization, in which the shareholders of the Company immediately prior to such consolidation, merger or reorganization, own less than 50% of the outstanding voting power of the surviving entity and its parent following the consolidation, merger or reorganization; or (iii) any person or entity (or group of affiliated persons or entities) that were not shareholders of the Company immediately prior to the acquisition of Company securities becomes the owner, directly or indirectly, of securities of the Company representing more than 50% of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction.
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Related to Termination in the Event of a Change in Control

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, 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

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • 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 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).

  • Compensation in the Event of Termination In the event that the Executive’s employment hereunder terminates prior to the expiration of this Agreement for any reason provided in Section 5 hereof, the Company shall pay the Executive, compensation and provide the Executive and the Executive’s eligible dependents with benefits as follows:

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • 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 termination of this Agreement.

  • 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: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) on the first scheduled payment date pursuant to the usual payroll practices of the Company (or successor entity, as applicable) immediately after the 60th day following the date of termination or Change of Control, in the event the date of termination precedes a Change of Control, with respect to those payments the amount of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within sixty (60) days following the date of termination, as applicable, Executive shall be entitled to receive a lump sum severance payment equal to the sum of: (1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination, plus (2) an amount equal to Executive’s Bonus; (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event 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. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within sixty (60) days following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).

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