Termination of Service in Connection with a Change in Control Sample Clauses

Termination of Service in Connection with a Change in Control. For purposes of applying Section 6(g) of the Plan to this Agreement, a Grantee’s service will be deemed to have been terminated “in connection with” a Change in Control if such termination occurs during three (3) month period prior to the Change in Control Date or during the twenty-four (24) month period beginning on the Change in Control Date. If the termination occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to the application of Section 6(g) of the Plan, the Change in Control Date shall be a Vesting Date.
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Termination of Service in Connection with a Change in Control. For purposes of applying Section 6(g) of the Plan to this Agreement, a Grantee’s service will be deemed to have been terminated “in connection with” a Change in Control if such termination occurs during three (3) month period prior to the Change in Control Date or during the twenty-four (24) month period beginning on the Change in Control Date. If the termination occurs during the three (3) month period prior to the Change in Control Date and vesting occurs due to the application of Section 6(g) of the Plan, the Change in Control Date shall be a Vesting Date. “Change in Control Date” is defined as (i) the date on which the event described in Sections 2(g)(i)-(iv) of the Plan is consummated, or (ii) the date on which the liquidation or dissolution described in Section 2(g)(v) of the Plan commences.
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Termination of Service in Connection with a Change in Control. Notwithstanding Sections 2 and 5 and except as otherwise provided in the Grantee’s written employment agreement or other written agreement with the Company, if any, to the extent that the Acquiror either assumes the Company’s obligations under this Agreement when the Change in Control is consummated and/or substitutes for the Rights granted pursuant to this Agreement substantially equivalent awards for the Acquiror’s securities for some or all of the Rights outstanding under this Agreement when the Change in Control is consummated, this Agreement or such substituted awards shall remain in full force and effect and shall continue to vest as though the Change in Control did not occur. In such a case, if the Grantee’s Service with the Company is terminated by the Company without Cause within one year after the occurrence of a Change in Control, then all Rights held by the Grantee pursuant to this Agreement shall become fully and immediately vested. The acceleration of vesting and deemed earning of Rights pursuant to this Section 6(a) shall not occur if a Grantee’s Service with the Company is terminated for Cause or as a result of the Grantee’s Disability, death, Retirement, or Voluntary Termination.
Sample 1
Termination of Service in Connection with a Change in Control. Notwithstanding Sections 2 and 4 and except as otherwise determined by the Committee or provided in the Grantee’s written employment agreement or other written agreement with the Company, if any, to the extent that the Acquiror either assumes the Company’s obligations under this Agreement when the Change in Control is consummated and/or substitutes for the RSUs granted pursuant to this Agreement substantially equivalent awards for the Acquiror’s securities for some or all of the RSUs outstanding under this Agreement when the Change in Control is consummated, this Agreement or such substituted awards shall remain in full force and effect and shall continue to vest as though the Change in Control did not occur. In such a case, if the Grantee’s Service with the Company is terminated by the Company without Cause within one year after the occurrence of a Change in Control, then all RSUs, whether earned or not, held by the Grantee pursuant to this Agreement shall become fully and immediately vested. The acceleration of vesting and deemed earning of RSUs pursuant to this Section 5(a) shall not occur if a Grantee’s Service with the Company is terminated for Cause or as a result of the Grantee’s Disability, death, Retirement, or Voluntary Termination.
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Termination of Service in Connection with a Change in Control. In the event of the Participant’s Termination of Service in Connection with a Change in Control, all unvested Units subject to that portion of the Award that has been assumed or continued by the Acquiror or replaced with a substituted award with respect to the Acquiror’s stock in accordance with Section 8 in connection with the Change in Control shall become Vested Units and be settled in accordance with Section 6.1 upon the date of such termination. For the purposes of this Section, “Termination of Service in Connection with a Change in Control” means the involuntary termination by the Participating Company Group other than for Cause (and excluding termination as a result of the Participant’s death or Disability) of the Participant’s Service during the period commencing at the effective time of a Change in Control and ending on the date occurring twelve (12) months thereafter.]
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Related to Termination of Service 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:

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

  • 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 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).

  • 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:

  • In Connection With a Change in Control If the Company (or its successor) terminates the Executive’s employment without Cause or the Executive terminates his employment for Good Reason within the period commencing three (3) months immediately prior to a Change in Control of the Company and ending eighteen (18) months immediately following a Change in Control of the Company (as defined in Section 4.5.4 of this Agreement), the Executive shall receive the Accrued Amounts subject to standard deductions and withholdings, to be paid as a lump sum no later than thirty (30) days after the date of termination. In addition, subject to the limitations stated in this Agreement and upon the Executive’s furnishing to the Company (or its successor) an executed Release within the applicable time period set forth therein, but in no event later than forty-five days following termination of employment and permitting such Release to become effective in accordance with its terms, and subject to Executive entering into no later than the Release Effective Date a non-competition agreement to be effective during the Severance Period, substantially similar to Section 2.3, and continuing to abide by its terms during the Severance Period, then in lieu of (and not additional to) the benefits provided pursuant to Section 4.4.3(i) above, the Executive shall be entitled to:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • 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 Related to a Change in Control The following provisions shall survive the expiration of the Term of this Agreement and the termination of Executive’s employment.

  • 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.

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