Termination of Employment in Connection with a Change of Control. If the Company terminates the Executive's employment without Cause or the Executive terminates employment with the Company for Good Reason (1) on the day of or during the 12-month period immediately following the consummation of a Change of Control or (2) during the 2-month period prior to the consummation of a Change of Control but at the request of any third party participating in or causing the Change of Control or otherwise in connection with the Change of Control, then subject to Section 6(g), the Executive shall receive the following payments and benefits:
(i) a severance payment in an amount equal to one times the Executive's Base Salary in effect as of the Termination Date and his then current Target Bonus amount (or if the Executive terminates employment for Good Reason due to a material reduction of the Executive's Base Salary or Target Bonus, in effect immediately prior to such reduction) (in each case less applicable withholding taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii);
(ii) a lump-sum payment in an amount equal to (A) the monthly COBRA premium in effect under the Company's group health plan as of the Termination Date for the coverage in effect under such plan for the Executive (and the Executive's spouse and dependent children) on such date multiplied by (B) 12 (less applicable withholding taxes), which amount shall be payable in a single lump sum on the first payroll date that is at least 60 days following the Termination Date (but, in any event, by no later than March 15 of the calendar year immediately following the calendar year that includes the Termination Date), in accordance with Section 13(b)(ii); provided, however, that notwithstanding the foregoing or any other provision in this Agreement to the contrary, the Company (or its successor) may unilaterally amend this Section 6(d)(ii) or eliminate the benefit provided hereunder to the extent it deems necessary to avoid the imposition of excise taxes, penalties or similar charges on the Company or any of its subsidiaries, affiliates or successors, including, without limitation, under Section 4980D of the Code; and
(iii) notwithstanding any provision to the contrary in any applicable equity compensation plan or an...
Termination of Employment in Connection with a Change of Control. If there is a Change of Control (as defined below) and (i) Executive’s employment is terminated Without Cause (as defined below), or (ii) Executive terminates his/her employment with Good Reason (as defined below), in either case within three (3) months prior to, or twelve (12) months following the effective date of the Change of Control, and provided a Release (as discussed in Section 5.7) has become effective, then, in substitution for any benefits provided in Section 5.3, Executive shall be entitled to the following benefits: (A) a lump sum payment equal to the sum of (y) twelve (12) months of Executive’s then-current annual Base Salary and (z) 100% of the current target Annual Bonus, to be made not later than 60 days following Executive’s date of termination; and (B) the amount of any COBRA continuation premium payments made by Executive during the twelve (12) month period following the date of termination, or the period ending when Executive becomes eligible for comparable group medical benefits from another source (whichever comes first). For avoidance of doubt, under no circumstances shall Executive receive benefits under both this Section 6.1 and Section 5.3.
Termination of Employment in Connection with a Change of Control. (a) If during the term of this Agreement there is a "Change of Control" (as defined below) and the Employee's employment is terminated, voluntarily by the Employee with "Good Reason" (as defined below) or involuntarily without "Cause" (as defined below), in either case (1) within two years after such Change of Control, (2) concurrently with a Change of Control or (3) before and in connection with an anticipated Change of Control as reasonably determined by the Boards of Directors of the Employers (including, without limitation, after the Corporation has entered into an agreement, the consummation of which will constitute a Change of Control, or engaged in substantive negotiations with respect to an anticipated Change of Control) then, subject to Sections 2(e), (f), and (g) below, the following shall apply:
(i) Concurrently with such termination of employment, the Employers shall pay to the Employee a lump sum cash payment equal to the sum of:
(A) 2 multiplied by the Employee's annual base salary from the Employers in effect immediately before the Change of Control; and
(B) 2 multiplied by the greater of (1) the average award paid or payable to the Employee under the Annual Incentive Plan with respect to the previous three full fiscal years; or
Termination of Employment in Connection with a Change of Control. If the Executive’s employment is terminated by the Company without Cause or the Executive terminates his employment for Good Reason, in each case, nine months prior to, or within twelve (12) months following, the consummation of a “Change of Control” (as defined in the 2011 Plan), the Executive shall be entitled to the payments and benefits set forth in Section 4(d) or (e), as applicable; provided that the Continuation Period as used in this Agreement shall be twenty-four (24) months.
Termination of Employment in Connection with a Change of Control. If during the Term of this Agreement, Executive’s employment is terminated in connection with a Change of Control under circumstance which would cause the benefits described in the Company’s Severance Plan (the “Severance Plan”) to become payable to the Executive (“Severance Benefits”), no further compensation or benefits or any kind shall be payable under this Agreement but the Severance Plan Benefits shall be paid in accordance with the terms and conditions of the Severance Plan. Capitalized terms not defined herein are defined in the Severance Plan first adopted August 10, 1995 by ESCO Electronics Corporation (now known as ESCO Technologies Inc.) Board of Directors and as later amended.
Termination of Employment in Connection with a Change of Control. (a) During the Effective Period, if there is a termination of your employment with the Company either by the Company without Cause or by you for Good Reason either (x) prior to the Effective Date, unless it is reasonably demonstrated by the Company that such termination of your employment (a) was not at the request of a third party who has taken steps reasonably calculated to effect the Change of Control and (b) otherwise did not arise in connection with or anticipation of the Change of Control or (y) on or after the Effective Date, and if such Effective Period commences during the life of this Agreement, you shall be entitled to the following benefits:
(i) all benefits conferred upon you by the Severance Package, and
(ii) in addition, all benefits payable under the provisions either of the Plans and Other Plans in which you are a participant immediately prior to the Effective Date, or of those plans in existence at the time of your Termination Date or pursuant to any other agreement between you and the Company, whichever are more favorable to you, in accordance with the terms and conditions of such Plans or Other Plans, such benefits to be paid under such Plans or Other Plans and not under this Agreement to the extent they are more favorable to you.
(b) You shall also be entitled to any such benefits if your termination results from your death or Disability if your death or Disability occurs:
(i) during the Effective Period but after the Effective Date, and
(ii) with respect to the benefits conferred by the Severance Package only, after either it has been decided that you will be terminated without Cause during the Effective Period, or you have given notice of termination for Good Reason during the Effective Period;
(c) You shall not be required to mitigate the amount of any payment provided for in this Agreement by seeking other employment, nor shall the amount of any payment provided for in this Agreement be reduced by any compensation earned by you as the result of employment by another Person after any Termination Date. Anything else in this Section 1 to the contrary notwithstanding, if (i) your employment is terminated in connection with a merger, consolidation or a tender offer or an exchange offer, (ii) you are entitled to the benefits provided for under the foregoing provisions of this Section 1 and (iii) your Termination Date precedes or occurs on the date of the closing of such merger, consolidation, tender offer or exchange offer, then unless o...
Termination of Employment in Connection with a Change of Control. (a) If during the term of this Agreement there is a “Change of Control” (as defined below) and the Employee’s employment is terminated, voluntarily by the Employee with “Good Reason” (as defined below) or involuntarily without “Cause” (as defined below), in either case (i) within one year after such Change of Control, (ii) concurrently therewith or (iii) before and in connection with such Change of Control (including, without limitation, after PRTR (as referred to for purposes of paragraph 2(d) below) has entered into an agreement or engaged in substantive negotiations with respect to such Change of Control) then, subject to Sections 2(e) and (f) below, the following shall apply:
(i) Concurrently with such termination of employment, the Employers shall pay to the Employee a lump sum cash payment equal to (A) the Employee’s base cash compensation from the Bank in effect immediately before the Change of Control or (B) the annual base cash compensation paid to the Employee by the Bank during the calendar year preceding the year in which the Change of Control occurs; and
(ii) For one year after such termination, the Employers shall continue in effect all medical, prescription, dental and life insurance plans for the benefit of the Employee and, if applicable, the Employee’s family, which would have been provided to them if the Employee’s employment had not been terminated; provided, however, that if the Employee becomes reemployed with another employer and is eligible to receive medical, prescription or dental benefits under another employer provided plan, the medical, prescription and dental benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. Payments under this Section 2(a) shall be in lieu of any amount that may be otherwise owed to the Employee as damages for the loss of employment. Payments under this Section 2(a) shall not be reduced by any compensation which the Employee may receive from other employment with another employer after termination of the Employee’s employment with the Bank. No payment hereunder shall affect the Employee’s entitlement to any vested retirement benefits or other compensation payments.
(b) For purposes of this Agreement, “Good Reason” shall mean (i) a material reduction in the Employee’s position, authority, duties, responsibilities; (ii) a reduction in the Employee’s compensation or perquisites; or (iii) any requirement by the Bank without the writt...
Termination of Employment in Connection with a Change of Control. On or as soon as reasonably practicable following the Start Date, you will be offered the opportunity to enter into a Change of Control/Severance Agreement (the “Change of Control Agreement”) with the Company. The Change of Control Agreement will be provided to you under separate cover. For the avoidance of doubt, any rights you may have to payments or benefits upon a termination of your employment in connection with a change of control of the Company will be as set forth in the Change of Control Agreement, and will be subject to your execution of the Change of Control Agreement.
Termination of Employment in Connection with a Change of Control. Prior to December 31, 1999, while you are actively employed, if your employment is terminated in connection with a Change of Control under circumstances which would cause the benefits described in ESCO's Severance Plan (the "Severance Plan") to become payable to you (the "Severance Plan Benefits"), no further compensation or benefits of any kind shall be payable under this Agreement but the Severance Plan Benefits shall be paid in accordance with the terms of the Severance Plan.
Termination of Employment in Connection with a Change of Control. In the event that the Employee is terminated by one of the Company Entities without Cause (as defined below), or by the Employee for Good Reason (as defined below), each within the twelve (12) month period immediately following the consummation of a Change of Control, all unvested Restricted Units shall immediately be accelerated and become Vested Units.