Termination Related to a Change of Control Sample Clauses

Termination Related to a Change of Control. If Executive’s employment is terminated without Cause or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and Executive signs a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the “Release”), then the Company shall provide Executive with the following severance benefits:
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Termination Related to a Change of Control. As additional consideration for the covenants in Section 7 and Section 8, in the event of a Change of Control Termination, and provided that the Employee signs and allows to become effective a Release within the time period provided therein (but not later than the 60th day following the Termination Date, such latest permitted effective date is the “Release Deadline” for purposes of this Agreement), then subject to Section 9.2:
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Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of Executive’s death or disability) or Executive resigns for Good Reason, in either case on or within twelve (12) months after a Change of Control (a “Covered Termination”), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and provided Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “Release”) within the time period provided therein, then the Company shall provide Executive with the following severance benefits (the “Benefits”):
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Termination Related to a Change of Control. If Executive's employment is terminated without Cause or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and Executive signs a release substantially in the form (whichever is applicable) attached hereto as Exhibit A (the "Release"), then the Company shall provide Executive with the following severance benefits: The Company shall make severance payments to Executive in the form of continuation of Executive's base salary in effect on the Termination Date for six (6) months following the Termination Date (the "Severance Period"). These payments will be made on the Company's ordinary payroll dates and will be subject to standard payroll deductions and withholdings. The Company will pay Executive an amount equal to one-half (1/2) of Executive's annual bonus. The bonus will be calculated at one of the following rates, whichever is higher: (1) as if both Executive and the Company achieved one hundred (100) percent of their specified performance objectives; or (2) the actual performance of the Company and Executive as measured against the specified performance objectives. This amount will be paid over the entire Severance Period on the Company's ordinary payroll dates, in equal installments, and will be subject to standard payroll deductions and withholdings. The Company will pay the premiums necessary to continue Executive 's life and health insurance during the Severance Period. The time period in which Executive is required to repay any promissory note, loan or other indebtedness to the Company shall be extended by sixty (60) months. The Company will accelerate the vesting of the Options such that the greater of the following shall vest within ten (10) days after the date Executive signs the Release: (a) 50% of the unvested shares as of the Termination Date subject to the Options (after taking into account any additional acceleration of vesting Executive may be receiving under any plan document(s) governing the Options instituted prior to or after this Agreement is executed); or (b) all such shares that would have vested if Executive had worked for the Company for twelve (12) additional months beyond the Termination Date. This acceleration of vesting will be in addition to any acceleration of vesting that the Executive would otherwise receive under the Company's 2000 Nonstatutory Equity Incentive Plan, the Company's 1999 Equity Incentive Plan, or any other plan document(s) governing the Options...
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Termination Related to a Change of Control. As additional consideration for the covenants in Section 7 and Section 8, in the event of a Change of Control Termination, and provided that such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and further provided Employee signs and allows to become effective a Release within the time period provided therein (but not later than the 60th day following the Termination Date), Employee shall receive as severance one (1) year of his Salary, payable in accordance with Employer’s then current payroll schedule over the one (1) year period following the Termination Date, less deductions required by law. Notwithstanding the foregoing payment schedule, no severance will be paid prior to the effective date of the Release. On the first regular payroll pay day following the effective date of the Release, the Company will pay the Employee the severance that the Employee would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the severance being paid as originally scheduled.
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Termination Related to a Change of Control. Subject to the limitation on payments set forth in Section 7 below, if Company terminates Employee’s employment for any reason other than Cause or Disability during the No Change Period, or if Employee resigns his employment for any reason whatsoever during the No Change Period (as defined in Section 4(d) above), then Employee shall be entitled to receive the following:
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Termination Related to a Change of Control. As additional consideration for the covenants in Section 7 and Section 8, in the event of a Change of Control Termination, and provided that such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and further provided Employee signs and allows to become effective a Release within the time period provided therein (but not later than the 60th day following the Termination Date), Employee shall receive as severance one (1) year of his Salary, with such amount payable in accordance with Employer’s then current payroll schedule over the one (1) year period following the Termination Date, less deductions required by law; provided that if Employee shall terminate his employment on account of a reduction in his Salary, as provided in paragraph (a)(ii) of the definition of “Good Reason”, then Employee shall be entitled to receive hereunder the Salary he was making immediately prior to such reduction. Notwithstanding the foregoing payment schedule, no severance will be paid prior to the effective date of the Release. On the first regular payroll pay day following the effective date of the Release, the Company will pay the Employee the severance that the Employee would otherwise have received on or prior to such date but for the delay in payment related to the effectiveness of the Release, with the balance of the severance being paid as originally scheduled.
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Termination Related to a Change of Control. If Executive’s employment is terminated without Cause (and other than as a result of death or disability as disability is defined for purposes of the Company’s long-term disability policies) or Executive resigns for Good Reason within ninety (90) days prior to or twelve (12) months after a Change of Control, and provided (1) such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), (2) Executive signs and allows to become effective a release substantially in the form attached hereto as Exhibit A (the “Release”) pursuant to Section 2(a) of this Agreement and (3) if requested by the Company in connection with the closing of the Change of Control, Executive agrees to a fair and reasonable transition plan, including continued employment or consultancy for a period of up to [ninety (90) days with the Company or the successor entity at a compensation rate equivalent to the rate at which Executive was being compensated by the Company immediately prior to the Change of Control, then the Company shall provide Executive with the following severance benefits (the “Severance Benefits”):
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Termination Related to a Change of Control. As additional consideration for the covenants in Section 7, in the event of a Change of Control Termination, and provided that such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), and further provided Employee signs and allows to become
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Related to Termination Related to a Change of Control

  • 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.

  • Termination Due to a Change of Control If (A) Employer (either Northrim BanCorp, Inc. or Northrim Bank) is subjected to a Change of Control (as defined in Section 5.f.(i)), and (B) either Employer or its assigns terminates Executive’s employment without Cause (either during the annual term of this Agreement or by refusing to extend this Agreement when the annual termination occurs every December 31) or Executive terminates his employment for Good Reason within 730 days of such Change of Control, then Employer shall pay Executive (i) all Base Salary earned and all reimbursable expenses incurred under this Agreement through such termination date; (ii) an amount equal to one (1) times Executive’s highest Base Salary over the prior three (3) years; and (iii) benefits described in Sections 5.b.(I) and (II) below. The amounts described in Section 5.a.(i) and (ii) herein shall be paid no later than forty-five (45) days after the day on which employment is terminated. No payment will be made pursuant to Section 5.a.(ii) unless the Executive has signed an agreement, in a form acceptable to Employer, that releases and holds Employer harmless from all known and unknown claims and liabilities arising out of Executive’s employment with Employer or the performance of this Agreement (“Release Agreement”) and the Release Agreement has become irrevocable prior to the payment date.

  • Termination Due to Change of Control A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.

  • Termination Pursuant to a Change of Control If there is a Change of Control, as defined below, during the Term of Employment, the provisions of this Section 6(g) shall apply and shall continue to apply throughout the remainder of the Term (as extended by any Renewal Term). Upon a Change of Control, the Executive will become fully vested in any outstanding stock options, Restricted Stock or other stock grants awarded and become fully vested in all Company contributions made to the Executive’s 401(k), Profit Sharing or other retirement account(s). In addition, within thirty (30) days of the Change of Control, the Company shall pay to the Executive a lump sum equal to the Executive’s pro rata target cash bonus for the year in which the Change of Control occurred (as such may be set forth in the Company’s bonus plan for such year and calculated assuming target achievement of corporate and personal goals); such pro rata amount to be determined based on the actual date of the closing of such Change of Control transaction. If, within two (2) years following a Change of Control, the Executive’s employment is terminated by the Company without Cause (in accordance with Section 5(e) above) or by the Executive for “Good Reason” (as defined in Section 6(g)(ii) below), in lieu of any severance and other benefits payable under Section 6(e) or Section 6(f), subject to the Executive signing a general release of claims in a form and manner satisfactory to the Company and the lapse of any statutory revocation period, the Company shall pay to the Executive (or the Executive’s estate, if applicable) a lump sum amount equal to 1.5 times the sum of (x) the Executive’s Base Salary at the rate then in effect pursuant to Section 4(a), plus (y) an amount equal to the Executive’s cash bonus, if any, received in respect of the year immediately preceding the year of termination pursuant to Section 4(b) within thirty (30) days of the Date of Termination. Notwithstanding the foregoing, to the extent the cash severance payment to the Executive is considered deferred compensation subject to Section 409A of the Code, and if the Change of Control does not constitute a “change in control event” within the meaning of Section 409A of the Code, such cash severance shall be payable in installments over the same period as provided in Section 6(e). The Company shall also pay 100% of the costs to provide up to twelve (12) months of outplacement support services at a level appropriate for the Executive’s title and responsibility and provide the Executive with health and dental insurance continuation at a level consistent with the level and type the Executive had in place at the time of termination for a period of twelve (12) months from the Date of Termination.

  • Termination for Change of Control At Sharp’s option, Sharp may terminate her employment within 90 days following a “Change of Control” which occurs during the term of this Agreement. For purposes of this Agreement, “Change of Control” shall mean any of the following: (i) Texas Petrochemicals, Inc., a Delaware corporation (“TPI”) is dissolved or is liquidated; (ii) TPI sells, leases or exchanges all or substantially all of its assets to any other person or entity; or (iii) any “person” (as that term is used in Sections 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended), other than one or more of the persons who hold, beneficially and of record, shares of voting stock of TPI on January 8, 2007 (the “Permitted Holders”), is or becomes a beneficial owner (as defined in Rule 13c-3 and 13c-5 under the Securities Exchange Act of 1934, as amended, except that a person will be deemed to be a “beneficial owner” of all shares that such person has the right to acquire, whether such right is exercisable immediately or only after the passage of time), directly or indirectly, of more than fifty percent (50%) of the total voting power of the then outstanding shares of Voting Stock of TPI, provided that the Permitted Holders beneficially own, directly or indirectly, in the aggregate a lesser percentage of the total voting power of the then outstanding shares of Voting Stock of TPI than such other person. Under such circumstances, Sharp shall be entitled to the severance benefits set forth in Section 4(d) and any benefits granted her in the Company’s Equity Plan.

  • Termination Upon a Change of Control If Executive’s employment by the Employer, or any Affiliate or successor of the Employer, shall be subject to a Termination within a Covered Period, then, in addition to Minimum Payments, the Employer shall provide Executive the following benefits:

  • 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 Due to Change in Control If the Company terminates Executive's employment without Cause (and for reasons other than death or Disability) in conjunction with a Change in Control (as defined below), Executive shall be entitled to receive all accrued but unpaid salary and benefits through the date of termination plus the Change in Control Benefit (as defined below).

  • Termination Upon Change of Control Notwithstanding anything to the contrary herein, this Agreement (excluding any then-existing obligations) shall terminate upon (a) the acquisition of the Company by another entity by means of any transaction or series of related transactions to which the Company is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of transactions in which the holders of the voting securities of the Company outstanding immediately prior to such transaction continue to retain (either by such voting securities remaining outstanding or by such voting securities being converted into voting securities of the surviving entity), as a result of shares in the Company held by such holders prior to such transaction, at least fifty percent (50%) of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such transaction or series of transactions; or (b) a sale, lease or other conveyance of all substantially all of the assets of the Company.

  • Termination Apart from a Change of Control If the Employee's employment with the Company terminates other than as a result of an Involuntary Termination within the twelve (12) months following a Change of Control, then the Employee shall not be entitled to receive severance or other benefits hereunder, but may be eligible for those benefits (if any) as may then be established under the Company's then existing severance and benefits plans and policies at the time of such termination.

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