Termination Resulting from a Change in Control Sample Clauses

Termination Resulting from a Change in Control. If, in connection with or within 6 months following a Change in Control (as defined below) that occurs during the term of this Agreement, Employee’s employment is terminated (1) by the Company or its successor without Cause, or (2) by Employee under circumstances constituting a Constructive Termination ((1) and (2) collectively being referred to as an “Change in Control Termination”), Employee will be entitled to receive payment of severance benefits as described below:
Sample 1Sample 2
AutoNDA by SimpleDocs
Termination Resulting from a Change in Control. In the event of a Qualifying Termination occurring at any time within two (2) years after a change in control of the Corporation (a "Corporate Transaction" pursuant to Section 2.6 of the 1998 Stock Incentive Compensation Plan), the following shall occur: (i) Executive shall receive the benefits enumerated in Subsection 13 (b) above, however such benefits shall be paid for an eighteen (18) month period in lieu of the twelve (12) month period contemplated thereunder, (ii) Executive shall receive the benefits enumerated in Subsection 13 (c) above and (iii) Executive's stock options shall accelerate and fully vest as of the date of the Qualifying Termination. The foregoing benefits contemplated in this Subsection 14 shall be subject to the conditions of Subsections 13 (e), 13 (f) and 13 (g) above.
Sample 1
Termination Resulting from a Change in Control. In the event of a Qualifying Termination occurring within two years after a "Corporate Transaction" described in Section 2.6 of the 1998 Stock Incentive Compensation Plan), the Severance Term shall be equal to eighteen months.
Sample 1
Termination Resulting from a Change in Control. In the event Executive’s employment is terminated as a result of a change in control of the Corporation (a “Corporate Transaction” pursuant to Section 2.6 of the 1998 Stock Incentive Compensation Plan), provided that Executive executes a release of all claims and meets the conditions to receipt of payments, described below, the following shall occur: (i) as severance pay, the Corporation shall pay to the Executive following the date of the employment termination and over the succeeding four months, four months of Executive’s base salary in accordance with standard payroll procedures, (ii) the Corporation shall pay any earned, but unpaid, bonuses owed to Executive as of the date of the termination, (iii) four months of medical coverage continuation shall be provided, and (iv) Executive’s stock options shall be treated according to the provisions of Section 11.2
Sample 1
Termination Resulting from a Change in Control. (i) If, in connection with or within two (2) months following a Change in Control, (A) Employee's employment is terminated without Cause or (B) Employee resigns for Good Reason ((A) and (B) collectively being referred to as an "Change in Control Termination"), in lieu of the benefits set forth in Section 3(b) above, Employee will receive his regular salary, benefits and other compensation through the termination date, including any bonus earned for the prior fiscal year that is unpaid as of the termination date. In addition, Employee will receive an additional twelve (12) months of his base salary in effect as of such termination date and any performance bonus (or portion thereof) payable to Employee for the current fiscal year for objectives or business results actually achieved as of the termination date, if any, as determined by the Compensation Committee.
Sample 1
Termination Resulting from a Change in Control. If there is a material change in the ownership or management control of The Zondervan Corporation or of Family or the assets of Family that could have the effect of making the continued performance of this Agreement by AC in violation of any applicable law, regulation or accounting rule or standard, AC may end the Term of this Agreement by giving Client at least sixty (60) days' advance notice of termination.
Sample 1

Related to Termination Resulting from a Change in Control

  • 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).

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • 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.

  • 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.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • 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 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 Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and 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:

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • 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:

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!