Termination of Employment Upon Change in Control Sample Clauses

Termination of Employment Upon Change in Control a. For purposes hereof, a “Change in Control” shall be deemed to have occurred if:
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Termination of Employment Upon Change in Control. Notwithstanding the foregoing, if your employment is terminated pursuant to Section 4.2 hereof (a) within 24 months following a Change In Control (as defined in the Time Warner Cable 2011 Stock Incentive Plan or any successor plan) or (b) following the Company’s execution of an applicable merger, acquisition, sale or other agreement providing for a Change In Control (a “CIC Agreement”) but before the date that is 24 months after a Change In Control (or, if earlier, the expiration or termination of the CIC Agreement without a Change In Control), you shall (i) receive the severance benefits provided in Section 4.2.2, provided that, for purposes of this sub-clause (i) and sub-clause (ii) of this Section only, your Severance Period under such circumstances shall be 36 months rather than 24 months, and (ii) receive the post-termination benefits provided in Section 7.2. Any employment terminations for “cause” pursuant to Sections 4.1.1(b) or 4.1.1(f) above within 24 months following a Change In Control shall be deemed terminations without cause for purposes of severance benefits (as provided in sub-clauses (i) and (ii) above) and treatment of the Company’s (or any successor’s) outstanding equity awards or other Long-term Incentive Awards that are outstanding as of the employment termination date.
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Termination of Employment Upon Change in Control. (a) For purposes hereof, a "Change in Control" shall be deemed to have occurred if: (i) there has occurred a "change in control" as such term is used in Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as in effect as the date hereof (hereinafter referred to as the "Act"); (ii) if there has occurred a Change in Control as the term "
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Termination of Employment Upon Change in Control. Notwithstanding the foregoing, if your employment is terminated pursuant to Section 4.2 hereof (a) within 24 months following a Change In Control (as defined in the Time Warner Cable Inc. 2011 Stock Incentive Plan or any successor plan) or (b) following the Company’s execution of an applicable merger, acquisition, sale or other agreement providing for a Change In Control (a “CIC Agreement”) but before the date that is 24 months after a Change In Control (or, if earlier, the expiration or termination of the CIC Agreement without a Change In Control), you shall (i) receive the severance benefits provided in Section 4.2.2 and (ii) receive the post-termination benefits provided in Section 7.2. Any employment terminations for “cause” pursuant to Sections 4.1.1(b) or 4.1.1(f) above within 24 months following a Change In Control shall be deemed terminations without cause for purposes of severance benefits (as provided in sub-clauses (i) and (ii) above) and treatment of the Company’s (or any successor’s) outstanding equity awards or other Long-term Incentive Awards that are outstanding as of the employment termination date.
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Termination of Employment Upon Change in Control. (a) If following a Change in Control, the Employee’s employment is terminated for any reason other than for Cause or modified such that:
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Termination of Employment Upon Change in Control. In addition to any other remedies available to Executive at law, in equity or as set forth in this Agreement, Executive shall have the right, upon written notice to the Company, to terminate his employment hereunder upon the occurrence of a "Change in Control" (as that term is defined below) of the Company during the Term, by delivering written notice to the Company no later than one hundred eighty (180) days following the occurrence of the Change in Control (a "Termination Upon Change in Control").
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Termination of Employment Upon Change in Control. Subject to Section 3(a)(i), if the Participant’s Employment with the Company or its Affiliate is terminated by the Company or its Affiliates without Cause, or by the Participant for Good Reason, or by the Company or its Affiliates for Cause pursuant to Sections 1(a)(ii) or 1(a)(vi), within 12 months after a Change in Control, the unvested portion of the Option, to the extent not previously canceled or forfeited, shall immediately become vested and exercisable upon the termination of the Participant’s Employment. The Vested Portion of the Option shall remain exercisable for the period set forth in Section 4(a) of this Agreement.
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Termination of Employment Upon Change in Control 
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Related to Termination of Employment Upon 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 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.

  • 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.

  • Constructive Termination of Employment If the Executive so elects, a termination by the Company without Cause under Section 6(d) shall be deemed to have occurred upon the occurrence of one or more of the following events without the express written consent of the Executive:

  • 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.

  • 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.

  • 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.

  • 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:

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