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) and with respect to clause (2), subject to the consummation of such Change of Control, the Executive shall receive the following payments and benefits:
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:
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) 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:
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:
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
Termination of Employment in Connection with a Change of Control. The parties acknowledge that Executive is a participant in ESCO’s Severance Plan, referred to as the ESCO Technologies Inc. Fourth Amended and Restated Severance Plan dated November 17, 2020 (the “Plan”). The parties agree that the terms of Executive’s participation in the Plan are hereby amended as follows: (a) if a Change of Control (as defined in the Plan) shall occur prior to the Termination Date, any then-remaining undistributed portion of Equity Awards (as defined in the Plan) of Executive will vest immediately prior to the Change of Control and be converted into the right to receive cash and distributed in accordance with the terms and conditions of the Executive’s Equity Award Agreements (as defined in the Plan), and (b) except as expressly provided in (a) of this Section 7, Executive shall no longer participate in the Plan and Executive shall not be entitled to any other rights or benefits of any kind under the Plan. Further, if during the Term of this Agreement, Executive’s employment is terminated in connection with a Change of Control, no further compensation or benefits of any kind shall be payable under this Agreement.
Termination of Employment in Connection with a Change of Control. In recognition of the unique position of the Executive as the Chairman, President and CEO of the Company, it is hereby acknowledged and agreed that a Change of Control as defined in the Company's Severance Plan (the "Severance Plan") would necessarily result in a "change in the [Executive's] . . . position or responsibilities (including reporting responsibilities)" representing a "reduction in his status, . . ., position or responsibilities as in effect immediately prior thereto" within the meaning of paragraph 3(c)(iii) of the Severance Plan. Consequently, the Executive may give a Notice of Termination in accordance with such Severance Plan based solely on the Change of Control, itself, on or before the effective date of any Change of Control, such notice to be effective on the effective date of the Change of Control. If such notice is given by the Executive, no further compensation or benefits of any kind shall be payable to him under this Agreement, but the Severance Plan Benefits shall be paid in accordance with the terms and conditions of paragraph 4(a) and the other provisions of the Severance Plan.
