Termination On Account of Change in Control Sample Clauses

Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Agreement, the beneficial owner, directly or indirectly, of one share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board. (iii) Company merges or consolidates with or reorganizes with or into any other corporation other than its Subsidiaries or engages in any other similar business combination or reorganization; or (iv) Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to Subsidiaries. (b) If during the Term and after the date of a Change in Control, Employee is discharged by Company without Cause or Employee resigns for Good Reason, then Company shall make the payments to Employee set forth in subparagraph (c) of this Section 5.5. For purposes of this Section 5.5, “Good Reason” shall mean (i) a material diminution in Employee’s authority, duties or responsibilities; (ii) a material diminution in Employee’s base compensation; or (iii) a change in geographic location of Employee’s principal place of employment to a location outside of the City of Quincy, Illinois, provided that such change in location is be deemed to be a material change in geographic location. Notwithstanding the foregoing, prior to Employee’s termination for Good Reason, Employee must give Company written notice of the existence of any condition set forth in clause (i) – (iii) above within ninety (90) days of such initial existence and Company shall have thirty (30) days from the date of such notice in which to cure the condition giving rise to Good Reason, if curable. If, during such thirty (30)-day period, Company cures the condition giving rise to Good Reason, no benefits shall be due under this Section 5.5 with respect to suc...
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Termination On Account of Change in Control. If your employment with the Company is terminated, within five months after a Change in Control (as defined in the Company’s 2013 Omnibus Incentive Compensation Plan) either by the Company for any reason other than Cause or by you for Good Reason, you will be entitled to receive (1) the payments and benefits under Subsection (b) or (d) above, (2) any accrued but unpaid annual bonus for the year in which the termination occurs and the year preceding the year in which the termination occurs and (3) accelerated vesting of any then-outstanding, unvested Company equity incentive awards, which will become payable or exercisable in accordance with the terms of the applicable incentive plan and award agreement under which the awards were granted. In order to receive such payments and benefits, you will be required to sign, deliver to the Company and not revoke the Release, as set forth in Section 4(b) above, within the timeframe described therein. Such payments will be made within ten (10) days after the following the effective date of the Release (and such vesting will occur on the effective date of the Release).
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Termination On Account of Change in Control. Termination on account of “Change of Control” shall, for the purposes of this Agreement, be deemed to occur: (a) in the event any person or more than one such person acting as a group, is or becomes the beneficial owner directly or indirectly, of the securities of WUC or the share of the Company in a transaction or series of transactions, representing fifty percent (50%) or more of the combined voting power of either WUC or the Company, as the case may be, of the then outstanding securities ordinarily having the right to vote for the election of directors of WUC or the Company as the case may be; (b) WUC or the Company sells or otherwise disposes of all or substantially all of their respective assets; or (c) WUC or the Company participates in a merger or consolidation and, immediately following the consummation of such merger or consolidation, WUC or the Company stockholders prior to such merger or consolidation do not own 80% or more of the voting shares of stock of the surviving successor corporation or either of them. In the event of a Change of Control where the transaction consideration is above USD$2.00 per share, Xxxxx shall be paid an amount equal to the amount payable in accordance with Section 3(b)(iv) below. Such amount shall be paid by the Company or the Company’s successor within thirty (30) days of the date of the Change of Control.
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Termination On Account of Change in Control. (a) A Change in Control shall mean the first to occur of any of the following events: (i) Any person, group of investors or entity becomes subsequent to the date of this Employment Agreement, the beneficial owner, directly or indirectly, of one share more than fifty percent (50%) of the then issued and outstanding shares of voting stock of Mercantile Bancorp, Inc. (and, for purposes hereof, a person will be considered to be a beneficial owner of such stock if such person, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise has or shares voting power, which includes the power to vote or to direct the voting of such stock, or investment power, which includes the power to dispose or to direct the disposition of such stock); (ii) Change in the majority of the incumbent board unless new directors were nominated by a majority of the incumbent board; (iii) The Company merges or consolidates with or reorganizes with or into any other corporation other than its affiliates or engages in any other similar business combination or reorganization; or (iv) The Company sells, assigns or transfers all or substantially all of its business and assets, in one or a series of related transactions, except any such sales to affiliates. For the purposes of this Agreement
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Termination On Account of Change in Control. (i) If: A. Employee's employment is terminated by the Bank or the Company (other than for death, Disability or for Cause) in anticipation of the completion of a publicly announced and pending Change in Control transaction; or Xxxxxx Agreement (3/2018) 4 of 15 (JK) B. a Change in Control occurs during Employee's employment and Employee is employed by the Bank or the Company at the time such Change in Control occurs and at any time within one year after the Change in Control occurs: (1) Employee's employment is terminated by the Bank or the Company or successor thereof for any reason other than for death, Disability or for Cause, or (2) Employee terminates his employment for Good Reason, or (3) Employee voluntarily terminates his employment during the Window Period for any reason other than death or Disability; then the Bank (or its successors) shall pay to Employee, or his beneficiary in the event of his subsequent death, subject to applicable federal and state income, social security and other employment tax withholding, an amount equal to two (2) times the Employee's Total Compensation (the "Change in Control Payment"). (ii) In order to constitute a voluntary termination for Good Reason (as set forth in 4(c)(i)B(2) above), within ninety (90) days of gaining knowledge of the circumstances that would give rise to a Good Reason termination, Employee shall notify the Bank in writing that he believes Good Reason exists and he intends to terminate his employment for Good Reason. Employee shall not deliver a notice of termination until thirty (30) days after he delivers the notice described in the preceding sentence, and Employee may do so only if the circumstances described in such notice have not been corrected in all material respects by the Bank. (iii) The Change in Control Payment is in lieu of and not in addition to any payments provided for under Section 4(b) of this Agreement. Subject to Section 5, the Change in Control Payment shall be paid in two equal payments each consisting of one-half the total Change in Control Payments with the first payment to be made immediately upon the cessation of employment, and the second to be made exactly one year later. (iv) Notwithstanding anything in this Agreement to the contrary, if a Change in Control occurs after the Effective Date, and if Employee is entitled under any agreement or arrangement to receive compensation that would constitute a parachute payment (including, without limitation, the vesting of any righ...
Sample 1
Termination On Account of Change in Control. In the event Executive’s employment is terminated pursuant to Section 5(f) hereof, the Company shall pay the following amounts to Executive: Any accrued but unpaid salary for services rendered through and including the date of termination as required under Section 4(a) hereof plus an amount equal to the Executive’s then current base pay for the remainder of the Employment Term. Any benefits to which Executive may be entitled pursuant to the plans, policies, and arrangements referred to in Section 4(b), Section 4(c), Section 4(d), and/or Section 4(f) hereof through and including the date of termination, as determined and paid in accordance with the terms of such plans, policies, and arrangements. The sum of the last (5) five years’ total annual base pay pursuant to Section 4(a) hereof plus the last five (5) bonus payments paid to Executive pursuant to the Company’s Management Incentive Bonus Plan for Corporate Executive Officers pursuant to Section 4(c) hereof. In no event will the amount to be paid pursuant to this Section 6(f)(iii)be less than the base pay in Section 4(a) hereof for the remainder of the Employment Term, plus the sum of five million dollars ($5,000,000).
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Related to Termination On Account of Change in Control

  • Termination Following a Change in Control (a) If the Executive's employment is terminated by the Company or any Subsidiary during the Severance Period, the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination of Employment Following a Change in Control Subject to Section 11(a) hereunder, the Executive shall be entitled to the Change in Control Severance Benefits (as defined in Section 4(c) below) set forth in this Section 4, in lieu of the severance benefits the Executive is entitled to under Section 3 of this Agreement, if there has been a Change in Control and the Executive has incurred a Termination of Employment. The severance benefit provided under this Section 4 is in lieu of cash severance payments offered under the Company's documented severance policy, if any. (a) For purposes of Section 4 of the Agreement, "Termination of Employment" shall be defined as: (i) The Executive's involuntary termination by the Company for any reason other than death, Disability or Cause; or (ii) The Executive's termination for "Good Reason," defined as the occurrence of any of the following events without the Executive's written consent, if the Executive terminates employment within one (1) year following the occurrence of such event: (A) Any reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; provided that the fact that the Company is no longer a publicly traded company or the Executive no longer has duties and responsibilities associated exclusively with a publicly traded company, such as Securities and Exchange Commission or stock exchange reporting responsibilities or investor or analyst relations responsibilities, shall not be deemed to be a reassignment of the Executive to substantial duties materially inconsistent with the Executive's position, duties, responsibilities and status with the Company immediately prior to the Change in Control or a substantial diminution in the Executive's position, duties, responsibilities or status with the Company from his position, duties, responsibilities or status with the Company immediately prior to the Change in Control; (B) Any reduction in the Executive's base salary or targeted incentive bonus or commissions in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable award opportunities/benefits), or any removal of the Executive from participation in such aforementioned plans; (C) The discontinuance or reduction in benefits to the Executive under any qualified or nonqualified retirement or welfare plan maintained by the Company immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits), or the discontinuance of any fringe benefits or other perquisites that the Executive received immediately prior to the Change in Control (without the implementation of comparable successor plans that provide comparable benefits); (D) Required relocation of the Executive's principal place of employment more than 50 miles from the Executive's place of employment prior to the Change in Control; or (E) The Company's breach of any provision in this Agreement, provided that the Company has not cured such breach within 10 days following written notice by the Executive to the Company of such breach. (b) The Executive who believes the Executive is entitled to a Termination of Employment for Good Reason, as defined in Section 4 above, may apply in writing to the Company for confirmation of such entitlement prior to the Executive's actual separation from employment, by following the claims procedure set forth in Section 15 hereof. The submission of such a request by the Executive shall not constitute "Cause" for the Company to terminate the Executive as defined under Section 2(a) hereof. If the Executive's request for a Good Reason Termination of Employment is denied under both the request and appeal procedures set forth in paragraphs (b) and (c) of Section 15 hereof, then the parties shall use their best efforts to resolve the claim within 90 days after the claim is submitted to arbitration pursuant to Section 15(d). (c) Upon satisfaction of the requirements set forth in Sections 4 or 11(a) hereof and with respect to any one or more Changes in Control that may occur during the term of this Agreement, upon the Executive's execution of a release (in the form attached hereto as Exhibit A), the Executive shall be entitled to (the "Change in Control Severance Benefits"): (i) A cash severance benefit equal to one times the Executive's current annual base salary, as in effect at the time of the Change in Control; (ii) A prorated portion of the Executive's target bonus for the year of termination, based on the number of days worked in the year of termination; (iii) Subject to Section 6, continuation of Company-provided health (including vision and dental, if provided by the Company immediately prior to the Change in Control) and welfare benefits (including executive life insurance coverage, if provided by the Company to the Executive immediately prior to the Change in Control) for one year, on the terms (or comparable terms) provided by the Company to the Executive immediately prior to the Change in Control. Health benefits shall be provided through continued coverage under the Company's group health plan, if allowed under the terms of such plan, or by the reimbursement of COBRA continuation coverage premiums paid by the Executive, as determined by the Company; provided, however, if the health plan is self-insured by the Company, then the determination shall be made by the Executive. Any continuation of group health plan coverage under this paragraph shall run concurrently with the period of required COBRA continuation coverage under the Code. If COBRA continuation coverage is not available, the Company shall reimburse the Executive for premiums for comparable coverage, provided, however, that the reimbursement shall not exceed the greater of (i) two times the annual premium paid by the Company for such coverage at the date of termination or (ii) two times the amount of the COBRA premium under the Company's group health plan for coverage comparable to that elected by the Executive, (A) at the time of the Change of Control or (B) at the time of the required payment, whichever is greater. Welfare benefits (other than health benefits) shall be continued only to the extent permitted under the terms of such plans; (iv) Continuation of the Executive's then current car benefit for one year in accordance with the Company car policy in effect at the time of termination. (v) Continued coverage, during the six (6) years following the Executive's termination for his actions or omissions as an officer and, if applicable, director of the Company prior to the date of termination of his employment, under any directors and officers liability insurance policy maintained by the Company (or, if the Company does not maintain such a policy, by its affiliates) for its former directors and officers or, at the Company's election, for the current directors and officers. If the Company or its affiliates does not otherwise maintain such a policy, then the Company shall be required to provide the Executive with such a policy, to the extent available. The policy dollar coverage limits of any such policy shall be not less than the policy limit under any Company policy in place within the one (1) year prior to the Executive's termination of employment (the "Existing Policy") or, if less, the policy dollar coverage limit that can be purchased by the Company for all of its current and former directors and officers at an annual premium equal to two times the Company's annual premium for the Existing Policy. (d) Subject to Section 11(a) hereof, the Executive's cash severance benefit under Section 4(c)(i) and (ii) shall be paid in a lump sum cash payment within ten (10) days following the Executive's Termination of Employment, as defined in Section 4. Any payment made later than 10 days following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof) for whatever reason, shall include interest at the prime rate plus two percent, which shall begin accruing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). For purposes of this Section 4, "prime rate" shall be determined by reference to the prime rate established by Comerica Bank (or its successor), in effect from time to time commencing on the 10th day following the Executive's Termination of Employment (or applicable due date under Section 11(a) hereof). (e) Section 4 of this Agreement shall terminate upon the first of the following events to occur: (i) Three years from the date hereof if a Change in Control has not occurred within such three-year period; (ii) Termination of the Executive's employment with the Company prior to a Change in Control, provided, however, if there is a Change in Control within six months after the termination of the Executive's employment with the Company, other than a termination due to the Executive's death or Disability, an involuntary termination by the Company for Cause or a termination of employment by the Executive, then the Agreement shall not be deemed to have terminated and the Executive shall be entitled to receive the Change in Control Severance Benefits provided in Section 4, less any Regular Severance Benefits the Executive has been paid under Section 3, in lieu of the severance benefits the Executive is entitled to under Section 3; (iii) The expiration of two years following a Change in Control; (iv) Termination of the Executive's employment with the Company following a Change in Control due to the Executive's death or Disability; (v) Termination of the Executive's employment by the Company for Cause following a Change in Control; or (vi) Termination of employment by the Executive for other than Good Reason following the date of a Change in Control. Unless Section 4 of this Agreement has first terminated under clauses (ii) through (vi) hereof, commencing on the third anniversary of the date of this Agreement, and on each one-year anniversary thereafter, Section 4 of this Agreement shall be extended for one additional year, unless at least 180 days prior to any such anniversary, the Company notifies the Executive in writing that it shall not extend the term of Section 4 of this Agreement.

  • Termination for Change of Control This Agreement may be terminated immediately by SAP upon written notice to Provider if Provider comes under direct or indirect control of any entity competing with SAP. If before such change Provider has informed SAP of such potential change of control without undue delay, the Parties agree to discuss solutions on how to mitigate such termination impact on Customer, such as stepping into the Customer contract by SAP or by any other Affiliate of Provider or any other form of transition to a third party provider.

  • Definition of Change in Control For purposes of the Agreement, a “Change in Control” shall mean the occurrence of any one of the following events:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Effect of Change in Control In the event of a Change in Control, except to the extent that the Committee determines to cash out the Option in accordance with Section 13.1(c) of the Plan, the surviving, continuing, successor, or purchasing corporation or other business entity or parent thereof, as the case may be (the “Acquiror”), may, without the consent of the Participant, assume or continue in full force and effect the Company’s rights and obligations under all or any portion of the Option or substitute for all or any portion of the Option a substantially equivalent option for the Acquiror’s stock. For purposes of this Section, the Option or any portion thereof shall be deemed assumed if, following the Change in Control, the Option confers the right to receive, subject to the terms and conditions of the Plan and this Option Agreement, for each share of Stock subject to such portion of the Option immediately prior to the Change in Control, the consideration (whether stock, cash, other securities or property or a combination thereof) to which a holder of a share of Stock on the effective date of the Change in Control was entitled; provided, however, that if such consideration is not solely common stock of the Acquiror, the Committee may, with the consent of the Acquiror, provide for the consideration to be received upon the exercise of the Option for each share of Stock to consist solely of common stock of the Acquiror equal in Fair Market Value to the per share consideration received by holders of Stock pursuant to the Change in Control. The Option shall terminate and cease to be outstanding effective as of the time of consummation of the Change in Control to the extent that the Option is neither assumed or continued by the Acquiror in connection with the Change in Control nor exercised as of the time of the Change in Control.

  • 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.

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