Termination Subsequent to a Change in Control Sample Clauses

Termination Subsequent to a Change in Control. (i) For purposes of this Agreement:
Sample 1Sample 2Sample 3See All (7)
AutoNDA by SimpleDocs
Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within two (2) years after a Change in Control, terminates the Executive without Cause or the Executive resigns with Good Reason, the Executive shall be entitled to the payments and benefits set forth in Sections 4(b) or 4(d), as the case may be, except that, in lieu of the payment pursuant to Section 4(b)(iv) and 4(d)(iv), the Company shall pay to the Executive a lump sum payment within thirty (30) days of the Termination Date or Resignation Date, as applicable. The lump sum payment shall be equal to the Executive’s Annual Salary at the time of the Termination Date or Resignation Date, as the case may be, less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested RSUs shall immediately be fully vested. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by the Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to the Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments,” provided that such amount shall not be reduced below the payment as set forth in Section 4(b)(iv) or 4(d)(iv) as referenced above.
Sample 1Sample 2See All (7)
Termination Subsequent to a Change in Control. Notwithstanding anything to the contrary herein, in the event that the Company, at any time within one (1) year after a Change in Control, terminates Executive without Good Cause, the Company shall pay to Executive a lump sum payment within thirty (30) days of the termination date. The lump sum payment shall be equal to the sum of (x) the average annual base salary and bonus paid to Executive for the two (2) prior full fiscal years preceding the date of termination, and (y) the Company-paid portion of insurance premiums for six (6) months of coverage under the health and welfare programs of the Company in effect on the date of termination, in each case less all applicable taxes, payroll deductions and withholdings required by law. In addition, any unvested stock options and restricted stock shall immediately be fully vested. Notwithstanding the preceding sentence, if the independent accountants acting as auditors for the Company on the date of the Change in Control determine that such single payment, together with other compensation received by Executive, would constitute “excess parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and regulations thereunder, the single payment to Executive shall be reduced to the maximum amount which may be paid without such payments in the aggregate constituting “excess parachute payments.”
Sample 1Sample 2
Termination Subsequent to a Change in Control. (a) In the event of a Terminating Event (as defined below) within one (1) year from the date of a Change in Control (as defined below), as of the date of such Terminating Event, Executive shall be entitled to receive the following: the Severance Benefit and the Bonus Entitlement, plus, without duplication, any sums then owed Executive by his employer.
Sample 1
Termination Subsequent to a Change in Control. In the event of a --------------------------------------------- Change In Control of the Company or the Reinsurer (or PHS), the party not undergoing the Change of Control may elect to terminate this Agreement. In the event that this Agreement is terminated as a result of a Change of Control: (i) without any further action required of either party, the Marketing and Services Agreement shall be deemed to be terminated as of the effective date of the Change of Control except with respect to the provisions regarding the administration of the Health Insurance Contracts continued under this Section 8.6 which provisions shall be deemed to survive such termination for the period set forth in clause (ii) of this sentence; and (ii) the party not undergoing the Change of Control may elect to continue the reinsurance arrangements provided in this Agreement solely with respect to the reinsurance of any case that was originally written as a Health Insurance Contract and that was in force on the Contract Termination Date, until the tenth (10th) succeeding Renewal Date applicable to such Health Insurance Contract, or continuation health insurance contract issued by the Company; (collectively "Continuation Plans"), following the Contract Termination Date. The Contract Termination Date under this Section 8.6 shall be the effective date of the Change of Control.
Sample 1
Termination Subsequent to a Change in Control. In the event that the Executive’s employment is terminated by the Company, other than for Cause, or by the Executive for Good Reason after the occurrence of a Change in Control of the Company:
Sample 1
Termination Subsequent to a Change in Control. In the event of a --------------------------------------------- Change In Control of the Company or the Reinsurer (or PHS), the party not undergoing the Change of Control may elect to terminate this Agreement. In the event that this Agreement is terminated as a result of a Change of Control: (i) without any further action required of either party, the Marketing and Services Agreement shall be deemed to be terminated as of the effective date of the Change of Control except with respect to the provisions regarding the administration of the Health Insurance Contracts continued under this Section 8.6 which provisions shall be deemed to survive such termination for the period set forth in clause (ii) of this sentence; and (ii) the party not undergoing the Change of Control may elect to continue the reinsurance arrangements provided in this Agreement solely with respect to the reinsurance of any case that was originally written as a Health Insurance Contract and that was in force on the Contract Termination Date, until the tenth (10th) succeeding Renewal Date applicable to such Health Insurance Contract, or continuation health insurance contract issued by the Company; (collectively "Continuation Plans"), following the Contract Termination Date. The Contract Termination Date under this Section 8.6 shall be the effective date of the Change of Control.
Sample 1
AutoNDA by SimpleDocs
Termination Subsequent to a Change in Control. In the event that the Executive’s employment is terminated by the Company, other than for Cause, or by the Executive for Good Reason after the occurrence of a Change in Control of the Company:
Sample 1

Related to Termination Subsequent to a Change in Control

  • 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 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 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 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 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 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 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.

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • 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.

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