Termination Without Cause Following a Change in Control. This Agreement may be terminated by Employer, or successor to Employer, upon thirty (30) days written notice to Employee upon the happening of any of the following events:
Termination Without Cause Following a Change in Control. Subject to other provisions in this Article 7 to the contrary, upon the occurrence of (i) a termination of Employee's employment with Employer without Cause at any time following a Change in Control (as defined below) or (ii) a Constructive Termination Without Cause (as defined below) at any time following a Change in Control:
Termination Without Cause Following a Change in Control. If the Company terminates Executive’s employment without Cause on or within twelve (12) months after the effective date of a Change in Control (as defined herein), and provided such termination constitutes a “separation from service” (within the meaning of Treasury Regulation Section 1.409A-1(h)), then Executive shall receive the severance payments set forth in Section 3.4(a) and (b), on the schedules set forth in those Sections, provided, however, that the target bonus amount described in Section 3.4(a) shall not be prorated, and therefore Executive shall receive an amount equal to Executive’s target bonus for the year in which Executive’s employment is terminated. Additionally, the Company shall accelerate the vesting of any unvested shares subject to any stock options granted to Executive after the Effective Date such that all shares shall be deemed fully vested and exercisable as of Executive’s last day of employment.
Termination Without Cause Following a Change in Control. Notwithstanding the provisions of Section 5(a) hereof, in the event of a Termination of Employment by the Company without “Cause” (as defined in Section 5(b) hereof) during the period beginning on the date of the consummation of a Change in Control (as defined in Section 13.2 of the Plan) and ending on the first anniversary thereof, each Option shall vest and become fully and immediately exercisable, provided that the respective Option remains outstanding immediately prior to the Termination of Employment, and shall remain exercisable until the expiration of the 90 days following the effective date of such Termination of Employment (or the expiration of the original ten-year Option Term, if earlier).
Termination Without Cause Following a Change in Control. If, within twelve (12) months following any Change in Control (as defined below), the Company terminates Executive’s employment without Cause, the Company shall pay to Executive the Accrued Obligations and a severance payment equal to Executive’s Base Salary for a period of twelve (12) months, to be paid in installments in accordance with the Company’s standard payroll practices. Such payments are subject to Executive’s execution and delivery of a general release (that is no longer subject to revocation under applicable law) of the Company, its parents, subsidiaries and affiliates and each of their respective officers, directors, employees, agents, successors and assigns in a form satisfactory to the Company. All payments under this Section above shall begin to be made within sixty (60) days following termination of employment; provided, however, that to the extent required by Code Section 409A (as defined below), if the sixty (60) day period begins in one calendar year and ends in the second calendar year, all payments will be made in the second calendar year. The payments under this Section 5(b) shall immediately cease should Executive violate any of the obligations set forth in Sections 6 and 7 below. Any payments under this Section 5(c) are in lieu of, not in addition to, payments under Section 5(b).
Termination Without Cause Following a Change in Control. Notwithstanding subsection (a) above, if your service relationship with the Company or any of its Subsidiaries is terminated without “Cause” (as defined below) within 2 years following the occurrence of a Change in Control, all restrictions on all outstanding shares of Restricted Stock will expire and such Restricted Stock will become immediately transferable.
Termination Without Cause Following a Change in Control. If, during the Term of Employment, the Company shall terminate the Executive’s employment other than for Cause within the period beginning six (6) months before a Change in Control and ending six (6) months following a Change in Control, then the Company shall provide the Executive, or in the event of his subsequent death, his beneficiary or beneficiaries, or his estate, as the case may be:
Termination Without Cause Following a Change in Control. If a Change in Control (defined in Schedule B) occurs and if, within two years after the date on which the Change in Control occurs, Mr. Xxxxxxxxx'x xxxloyment is terminated by the Company without Cause or by Mr. Xxxxxxxxx xxx Good Reason, then Mr. Xxxxxxxxx xxxl be entitled to receive (1) Accrued Compensation through the termination date; (2) a single sum payment equal to 2.99 times the sum of his then current annual salary rate and target bonus; (3) continued participation in the Company's group health plan(s) at the same benefit level at which he and his covered dependent(s) participated immediately before the termination of his employment for a period of one year after such termination or, if longer, until the third anniversary of the Change in Control, and, thereafter, for such additional continuation period as may be available under COBRA or under any post-retirement group health plan or arrangement in which Mr. Xxxxxxxxx xxxticipated prior to the termination of his employment; (4) continuing accrual of benefits under the Company's SERP for a period of one year after such termination or, if longer, the third anniversary of the Change in Control; and (5) accelerated vesting of the Initial Option and the special restricted stock grant (described at subsections (b) and (c) of Section 5.
Termination Without Cause Following a Change in Control. Notwithstanding subsection (a) above, if your service relationship with the Company or any of its Subsidiaries is terminated without “Cause” (as defined below) within 2 years following the occurrence of a Change in Control, the restrictions on the Restricted Stock Units granted pursuant to this Agreement, including the Forfeiture Restrictions, will immediately expire, such Restricted Stock Units shall vest using actual levels of performance at the end of the applicable performance period, and shares of Stock that are nonforfeitable and transferable will be issued to you in payment of your vested Restricted Stock Units as set forth in Section 5.
Termination Without Cause Following a Change in Control. Notwithstanding the provisions of Section 3(a) hereof, in the event of the Participant’s termination of employment by the Company without “Cause” (as defined below), during the period beginning on the date of the consummation of a Change in Control (as defined in Section 13.2 of the Plan) and ending on the first anniversary thereof, the Restricted Shares shall immediately vest and become nonforfeitable. For the purposes hereof, “Cause” shall mean: (i) the Participant’s willful and continued failure to substantially perform the Participant’s duties to the Company; (ii) the Participant’s conviction for, or plea of nolo contendere to, a felony or any crime involving moral turpitude; (iii) the Participant’s engagement in any malfeasance, fraud or dishonesty of a substantial nature in connection with the Participant’s position with the Company; or (iv) such other willful act by the Participant that materially damages the reputation of the Company. Notwithstanding the foregoing, if the Participant is a party to an employment or similar agreement with the Company or any Subsidiary, the term “Cause” shall, for the purposes of this Agreement, have the same meaning set forth in such employment or similar agreement if and to the extent such term is defined therein.
