TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL Sample Clauses

TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. After a Change of Control and during the Employment Term, the Employee's status as an employee shall terminate or may be terminated by the Employee, the Company (or, if applicable, the ultimate parent company), as provided in Article III of the Employment Agreement (provided, however, that the definitions of "Cause" and "Good Reason" in this Agreement shall supersede those definitions in the Employment Agreement).
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. Subject to satisfaction of Section 4(d), if, within six (6) months immediately preceding a Change of Control or within twelve (12) months immediately following a Change of Control, the Executive’s employment is terminated by the Company for any reason other than Cause or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive the following benefits: (i) a payment equal to one times (1x) the then current annual Base Salary; (ii) a payment equal to the dollar amount of the Executive’s full target bonus percentage as in effect for the twelve (12) month period immediately prior to such termination (for this purpose any performance targets shall be deemed immediately and fully satisfied); (iii) $15,000 for the purpose of the Executive to fund health coverage continuation benefits; and (iv) accelerated vesting of the Executive's awards granted under any incentive share plan or equity incentive plan (or similar arrangement) of the Company, meaning that all vesting restrictions shall lapse and all awards granted to the Executive shall be accelerated and fully vested, and all vested options shall be exercisable until the later of (x) the 15th day of the third month following the date at which the stock options would otherwise have expired in accordance with their original terms, (y) December 31 of the calendar year in which the stock options would otherwise have expired in accordance with their original terms and (z) such longer period (not to exceed twelve months following the "separation from service" (as defined under Section 409A of the Code); provided, however, that the foregoing shall not be construed to cause an incentive stock option to fail to meet the statutory requirements of Section 422 of the Code. Benefits under this Section 4(b) shall be paid to the Executive no later than the thirtieth (30th) day immediately following the Executive’s "separation from service" (as defined under Section 409A of the Code, provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for avoidance of doubt, if (i) the Executive’s employment is terminated for Cause within six (6) months immediately preceding a Change of Control or within twelve (12) months immediately following a Change of Control, or (ii) the Executive's employment is t...
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. After a Change of Control and during the Employment Term, the Executive's status as an officer and employee shall terminate or may be terminated by the Executive or the Post-Transaction Corporation as provided in Article III of the Employment Agreement (provided, however, that the provisions regarding "Good Reason" shall supersede the comparable provisions in the Employment Agreement).
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. In the event of a voluntary termination of employment with the Company by the Employee within ninety (90) days following a Change of Control (as hereafter defined), Employee shall be entitled to receive, within thirty (30) days of such termination, a lump sum equal to Employee's annual Base Salary in lieu of all rights of Employee hereunder, including, without limitation, any rights to Annual Bonus and to benefits hereunder, all of which shall terminate upon the payment of such lump sum. The Company agrees, however, that notwithstanding anything to the contrary in the preceding sentence, the rights of Employee under the Option Agreement attached as Exhibit B hereto shall remain in effect and
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. In the event that Executive's employment is terminated by Company without Cause or by Executive for Good Reason within a period of one year following a Change of Control, Executive shall be entitled to receive no other payments except: (i) Base Compensation through the date of termination; (ii) a pro rata amount of the Incentive Bonus that has been earned through the date of termination, which will be determined by multiplying the amount of the annual Incentive Bonus earned for the entire fiscal year in which Executive's employment is terminated multiplied by a fraction the numerator of which is the number of days in such fiscal year that Executive was employed and the denominator of which is 365, and which will be paid at the time that annual management bonuses for such fiscal year are paid; (iii) any unpaid reimbursement of business expenses; (iv) any amounts or benefits required by law to be provided; (v) an amount equal to one year's Base Compensation as then in effect, which will be payable in a lump sum, subject to withholding in accordance with the Company's payroll practices. The assumption of this Agreement by a person acquiring all or substantially all of the assets of the Company will not be considered to be a termination of Executive's employment by the Company under the Agreement. For purposes of determining whether Executive is entitled to invoke the terms of this Subsection (d), Good Reason shall include, in addition to the other conditions specified below in subparagraph (f):
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. Upon the termination of Executive's employment with the Company following a Change of Control (as hereafter defined) (i) by action of the Company or any Successor to the Company (as hereafter defined) for reasons other than Cause (as defined above) or (ii) by a voluntary termination by the Executive within 180 days of such Change in Control, Executive shall receive a lump sum severance payment equal to two times the Base Salary of Executive in effect at the time of such Change in Control. (i) As used herein, a "Change of Control" shall be deemed to have occurred if: (A) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquires more than fifty percent (50%) of the combined voting power of the outstanding securities of the Company having a right to vote at elections of directors; or (B) the individuals who at the commencement date of this Agreement constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute a majority thereof; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors comprising the Incumbent Board shall be, for purposes of this subparagraph (B), considered as though he were a member of the Incumbent Board. (ii) As used herein "Successor" means any successor to the business of the Company following a Change of Control which is the assignee or successor to the rights and obligations of the Company pursuant to this Agreement. IV.
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. Upon the termination of Executive's employment with the Company following or within sixty (60) days prior to a Change of Control (as hereafter defined) (i) by action of the Company within such sixty day period or any Successor to the Company (as hereafter defined) within one (1) year following such Change of Control for reasons other than Cause (as defined above) or (ii) by a voluntary termination by the Executive within six (6) months following a six (6) month transition period following such Change in Control, Executive shall receive a lump sum severance payment equal to two times the Base Salary of Executive in effect at the time of such Change in Control. Such severance shall be in lieu of any other severance to which Executive may be otherwise entitled under this Agreement.
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Related to TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Termination of Employment Due to Retirement In the event of the Retirement of the Participant after nine months of the Performance Cycle have elapsed, the Participant’s Performance Units shall be settled based on the performance for the Performance Cycle and payable on a pro-rata basis as determined and certified by the Board after the close of the Performance Cycle as described below. Subject to the negative discretion of the Board, the Participant will be entitled to receive a payment equal to the product of (i) the pro-rata vesting percentage equal to the days of Participant’s Employment during the Performance Cycle divided by the total days in the Performance Cycle and (ii) the Payout Value. Such payment shall be made as soon as administratively feasible following the Board’s determination under Paragraph 2 and, in all cases, the payment shall be made within the first calendar year following the end of the Performance Cycle. If, in accordance with the Board’s determination under Paragraph 2, the Payout Value is zero, the Participant shall immediately forfeit any and all rights to the Performance Units. Upon the vesting and/or forfeiture of the Performance Units pursuant to this Paragraph 6 and the making of the related cash payment, if any, the rights of the Participant and the obligations of the Company under this Award Agreement shall be satisfied in full. The death of the Participant following Retirement but prior to the close of the Performance Cycle shall have no effect on this Paragraph 6.

  • Term; Termination of Employment The term of this Agreement (the “Term”) begins on the Effective Date and will end, along with Executive’s employment with the Company, on the earliest to occur of the following events.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. A termination of employment due to the Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Involuntary Termination of Employment If the Executive exercises his withdrawal rights pursuant to Subsection 2.2, and the Executive's employment with the Bank is involuntarily terminated for any reason including termination due to disability of the Executive, but excluding termination for Cause, or termination following a Change in Control, within thirty (30) days of such involuntary termination of employment, the Bank shall be required to record a final Phantom Contribution in an amount equal to: (i) the full Phantom Contribution required for the Plan Year in which such involuntary termination occurs, if not yet made, plus (ii) the present value (computed using a discount rate equal to the Interest Factor) of all remaining Phantom Contributions.

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