Termination Upon Certain Changes in Control Sample Clauses

Termination Upon Certain Changes in Control. If a Change in Control Event (as defined below in Section 7(c)(iv)) shall occur and, if within the twelve-month period immediately following the Change in Control Event, (1) the Company or its successor terminates Executive's employment without Cause, or (2) Executive terminates his employment on account of a Material Change (as defined below in Section 7(c)(iii)), Executive shall receive a lump sum severance payment equal to two times the sum of (a) the amount otherwise payable under Section 7(b), (b) the average annual Cash Bonus paid to the Executive for the preceding three fiscal years (or since the Executive's date of hire if less than three years), and (c) the retention bonus otherwise payable pursuant to Section 6(g). Executive shall be entitled to the accelerated vesting of all options and restricted stock awards issued to Executive and all options held by Executive on the termination date shall be exercisable for the remainder of their original term. The lump sum payment shall be made within 30 days following Executive's termination of employment, subject to the provisions of Section 7(g).
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Termination Upon Certain Changes in Control. If Executive's employment is terminated as a result of a Change in Control (as defined below) of Employer, such termination shall be deemed a termination without cause under the provisions of Paragraph 5(c), except that Executive shall receive a lump sum severance amount equal to twice any amount due under Paragraph 5(c). Any termination of Executive in contemplation of or within twelve (12) months after such Change in Control, except a termination for cause under Paragraph 15(a), shall be deemed a termination under this Subparagraph 5(e). Further, if Executive's duties or position are materially changed by Employer in contemplation of or within twelve (12) months after any such Change in Control, Executive may elect to treat such change as a constructive termination under this subparagraph entitling Executive to the benefits hereunder. For purposes of this Agreement, "Change in Control" means a "Corporate Transaction", which includes the following:
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Termination Upon Certain Changes in Control. If Executive's employment is terminated as a result of a hostile Change in Control (as defined below) of Employer, such termination shall be deemed a termination without cause under the provisions of Paragraph 5(c), except that Executive shall receive a lump sum severance amount equal to twice any amount due under Paragraph 5(c). Any termination of Executive in contemplation of or within twelve (12) months after such Change in Control, except a termination for cause under Paragraph 15(a), shall be deemed a termination under this Subparagraph 5(e). Further, if Executive's position is materially changed by Employer in contemplation of or within twelve (12) months after any such Change in Control, Executive may elect to treat such change as a constructive termination under this subparagraph entitling Executive to the benefits hereunder. "Change of Control" means the election of new board members constituting a majority of the directors then in office, which new board members were not nominated by a majority of the directors in office on the date hereof. The timing of the amount payable to Executive under this subparagraph 5(e) shall be in accordance with paragraph 5(c).
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Termination Upon Certain Changes in Control. (i) If a Change in Control Event (as defined below in Section 7 (e) (iv)) shall occur and (A) Executive voluntarily terminates his employment within 60 days of the Change of Control Event, or (B) if within the twelve month period immediately following the Change in Control Event, (1) the Company or its successor terminates Executive's employment without Cause, or (2) Executive terminates his employment on account of a Material Change (as defined below in Section 7 (e) (iii)), Executive shall receive a lump sum severance payment equal to two times the sum of (a) the amount otherwise payable under section 7 (b) and (b) the average annual Cash Bonus paid to the Executive for the preceding three fiscal years (or since the Executive's date of hire if less than three years). Executive shall be entitled to the accelerated vesting of all options and restricted stock awards issued to Executive and all options held by Executive on the termination date shall be exercisable for the remainder of their original term. The lump sum payment shall be made within 30 days following Executive's termination of employment, subject to the provisions of Section 7(j).
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Termination Upon Certain Changes in Control. If Executive's employment is terminated as a result of a hostile Change in Control (as defined below) of Employer, such termination shall be deemed a termination without cause under the provisions of Paragraph 5(c), except that Executive shall receive a lump sum severance amount equal to twice any amount due under Paragraph 5(c). In addition to the cash lump sum, Executive shall receive a number of shares of the Company's common stock having a total value as of the date of issue equal to the value (determined as of the date of the Executive's termination of employment) of the shares of restricted stock granted before 2008 that Executive forfeited upon termination of employment. By way of example, if Executive forfeited 10 shares with a value of $40 (or $4 per share), and if the value of the stock on the date of issue is $5 per share, Executive shall be granted 8 shares pursuant to this paragraph. Any termination of Executive in contemplation of or within twelve (12) months after such Change in Control, except a termination for cause under Paragraph 15(a), shall be deemed a termination under this Subparagraph 5(e). Further, if Executive's position is materially changed by Employer in contemplation of or within twelve (12) months after any such Change in Control, including but not limited to, the required relocation by Employer of Executive's place of work by a distance greater than 40 miles, Executive may elect to treat such change as a constructive termination under this subparagraph entitling Executive to the benefits hereunder. "Change of Control" means the election of new board members constituting a majority of the directors then in office, which new board members were not nominated by a majority of the directors in office on the date hereof. The timing of the amount payable to Executive under this subparagraph 5(e) shall be in accordance with paragraph 5(c).
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Termination Upon Certain Changes in Control. If a “Change in Control Event” (as defined below) occurs during the Term and, if within the twenty four (24) month period immediately following the Change in Control Event, (i) Employer or its successor terminates Executive’s employment without Cause, or (ii) Executive terminates his employment on account of a “Material Change” (as defined below), Executive shall be entitled to: (1) the Accrued Obligations; and (2) a cash payment equal to twelve (12) months of Executive’s then Base Salary plus the average annual Discretionary Cash Bonus paid to the Executive for the preceding three (3) calendar years plus an amount equal to the product of (y) 66% and (z) six (6) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by Executive immediately prior to the termination date (the amounts described in (2) are collectively referred to herein as the “Change in Control Severance Benefit”). The Change in Control Severance Benefit, if any, shall be paid in a single lump sum
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Termination Upon Certain Changes in Control. If a “Change in Control Event” (as defined below) occurs during the Term and, if within the twenty four (24) month period immediately following the Change in Control Event, (i) Employer or its successor terminates Executive’s employment without Cause, or (ii) Executive terminates his employment on account of a “Material Change” (as defined below), Executive shall be entitled to: (1) the Accrued Obligations; and (2) a cash payment equal to twenty four (24) months of Executive’s then Base Salary plus the average annual Discretionary Cash Bonus paid to the Executive for the preceding three (3) calendar years plus an amount equal to the product of (y) 66% and (z) six (6) times the monthly amount that is charged to COBRA qualified beneficiaries for the same medical coverage options elected by Executive immediately prior to the termination date (the amounts described in (2) are collectively referred to herein as the “Change in Control Severance Benefit”). The Change in Control Severance Benefit, if any, shall be paid in a single lump sum cash payment during the first payroll period following the expiration of the release revocation period described in Section 6(i). In addition to the Change in Control Severance Benefit, all of the outstanding (but unvested) options and restricted stock awards held by Executive shall become fully vested and exercisable for the remainder of their original term.
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Termination Upon Certain Changes in Control. If Executive's employment is terminated as a result of a hostile Change in Control (as defined below) of Employer, such termination shall be deemed a termination without cause under the provisions of Paragraph 5(c), except that Executive shall receive a lump sum severance amount equal to twice any amount due under Paragraph 5(c). The lump sum shall be paid on the earliest date on which payment may be made under Code Section 409A(a)(2)(B)(i) (the six month delay rule for specified employees) after Executive separates from the service of Employer as defined in Code section 409A(a)(2)(A)(i) and the Treasury Regulations. Any termination of Executive in contemplation of or within twelve (12) months after such Change in Control, except a termination for cause under Paragraph 15(a), shall be deemed a termination under this Subparagraph (e). Further, if Executive's position is materially changed by Employer in contemplation of or within twelve (12) months after any such Change in Control, including but not limited to, the required relocation by Employer of Executive's place of work by a distance greater than 40 miles, Executive may elect to treat such change as a constructive termination under this subparagraph entitling Executive to the benefits hereunder. "Change of Control" means the election of new board members constituting a majority of the directors then in office, which new board members were not nominated by a majority of the directors in office on the date hereof.
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Related to Termination Upon Certain Changes in Control

  • Termination Upon Certain Events 17 16.2 Procedures....................................................17

  • 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 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:

  • 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:

  • Payments Upon Certain Terminations (i) If Executive’s employment is terminated by Employer Without Cause or Executive terminates his employment for Good Reason, Employer shall pay or provide to Executive as severance payments and benefits the following:

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Acceleration Upon Change of Control In the event of a Change of Control, all obligations hereunder shall be accelerated and such obligations shall be calculated pursuant to this Article IV as if an Early Termination Notice had been delivered on the closing date of the Change of Control and utilizing the Valuation Assumptions by substituting the phrase “the closing date of a Change of Control” in each place where the phrase “Early Termination Effective Date” appears. Such obligations shall include, but not be limited to, (1) the Early Termination Payment calculated as if an Early Termination Notice had been delivered on the closing date of the Change of Control, (2) any Tax Benefit Payments agreed to by the Corporation and the Members as due and payable but unpaid as of the Early Termination Notice and (3) any Tax Benefit Payments due for any Taxable Year ending prior to, with or including the closing date of a Change of Control (except to the extent that any amounts described in clauses (2) or (3) are included in the Early Termination Payment). For the avoidance of doubt, Sections 4.2 and 4.3 shall apply to a Change of Control, mutadis mutandi.

  • 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 or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Benefits Upon Change of Control The Company and Executive wish to set forth the compensation and benefits which Executive shall be entitled to receive in the event of a Change of Control or if Executive’s employment with the Company is terminated under the circumstances described herein.

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