Termination of Employment Not in Connection With a Change in Control Sample Clauses

Termination of Employment Not in Connection With a Change in Control. 4.1 The Protected Officer shall be entitled to the following compensation and benefits if, during the term of this Agreement, Protected Officer's employment with the Company shall be terminated prior to a Change in Control or Protected Officer's employment with the Company shall be terminated at any time after the first anniversary of the occurrence of a Change in Control:
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Termination of Employment Not in Connection With a Change in Control. If the Executive's employment with the Company is terminated at any time other than within six (6) months following a Change in Control or the time specified under Section 2(c), the Executive shall be entitled to the compensation, payments and benefits set forth in Sections 2(a) through 2(g) under the conditions set forth in Sections 2(a) through 2(g) except the severance benefits described in Section 2(b)(2) shall be paid to the Executive in the form of a biweekly periodic salary continuation payment for six months from the Termination Date.
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Termination of Employment Not in Connection With a Change in Control. If the Executive's employment with the Company is terminated at any time other than within twenty-four (24) months following a Change in Control or the time specified under Section 2(c), the Executive shall be entitled to the compensation, payments and benefits set forth in Sections 2(a) through 2(g) under the conditions set forth in Sections 2(a) through 2(g) except as follows:
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Termination of Employment Not in Connection With a Change in Control. If the Executive's employment with the Company is terminated at any time other than within twenty-four (24) months following a Change in Control or the time specified under Section 2(c), the Executive shall be entitled to the compensation, payments and benefits set forth in Sections 2(a) through 2(g) under the conditions set forth in Sections 2(a) through 2(g) except that the severance benefits described in Section 2(b)(2) shall be paid to the Executive in the form of biweekly periodic salary continuation payment for two years from the Termination Date. During the first one-year period ending on the first anniversary of the Termination Date (the "First Year"), the Executive shall have no obligation to seek other employment or take other action by way of mitigation of the amounts payable to the Executive under Section 2(b)(2) and such amounts shall not be reduced whether or not the Executive obtains other employment. During the period immediately after the First Year and ending on the second anniversary of the Termination Date (the "Second Year"), the Executive shall not be obligated to seek other employment and take action by way of mitigation of the amounts payable to the Executive under Section 2(b)(2); however, notwithstanding anything else in this Agreement, amounts received during the Second Year under Section 2(b)(2) shall be reduced by the amount that the Executive receives from such other employment should the Executive obtain other employment during the Second Year.
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Termination of Employment Not in Connection With a Change in Control. In the event Executive’s employment is terminated by the Company without Cause (as defined below) or by Executive for Good Reason (as defined below) other than during the period commencing on (i) the earlier of (A) a public announcement by the Company of a transaction which, when consummated, will constitute a Change in Control and (B) the execution of a definitive transaction agreement to which the Company is a party which, when consummated, will constitute a Change in Control and ending on (ii) the earlier of (X) any decision by the Company that it is no longer pursuing the transaction contemplated by clause (A) of this Section 5(a), (Y) the termination of the executed definitive transaction agreement that would have effected a Change of Control contemplated by clause (B) of this Section 5(a) and (Z) the 12-month anniversary of a Change in Control (as defined below), Executive shall be entitled to: (i) a severance payment in an amount equal to one times his Base Salary (if termination occurs before the IPO Effective Date, the Pre-IPO Base Salary, or after the IPO Effective Date, the Post-IPO Base Salary), paid over the 12-month period following the termination of his employment in accordance with the Company’s payroll practices, which payments shall commence 15 days following and shall be subject to Executive’s execution and delivery to the Company of the Company’s form of Release and Waiver of Claims Agreement as in effect on the Effective Date (the “Release”), provided that execution and delivery of the Release shall occur no later than 45 days following the date Executive’s employment terminates and such Release has not been revoked, (ii) the Annual Bonus Executive would have earned for the year in which Executive’s employment terminates based on the Company’s actual performance for such year and pro-rated to the date of termination, with such pro-rated amount to be calculated by multiplying the current year’s Annual Bonus by a fraction the numerator of which is the number of days inclusive between the start of the then current calendar year and the date of termination and a denominator equal to 365, such amount to be paid at the time the Company does or otherwise would pay annual cash bonuses to its senior executives, subject to the terms and conditions of the Corporate Incentive Plan and (iii) acceleration of vesting and/or exercisability of fifty percent (50%) of any outstanding options issued pursuant to the Option and unvested as of the date of E...
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Termination of Employment Not in Connection With a Change in Control. Notwithstanding the foregoing [and notwithstanding anything to the contrary in your employment agreement with the Company dated [__________] (the “Employment Agreement”)], the Award will vest and become payable as follows:
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Termination of Employment Not in Connection With a Change in Control 
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Related to Termination of Employment Not in Connection With a Change in Control

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • 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 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 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.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • 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 without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

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