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:
a. Sale by Employer of substantially all of its assets;
b. Sale, exchange or other disposition of two-thirds or more of the outstanding capital stock of the Employer;
c. Merger or reorganization in which shareholders of the Employer immediately prior to such merger or reorganization receive less than fifty percent (50%) of the outstanding voting shares of the successor corporation. In the event that the Employee's employment is terminated without cause within two years following a change of control, the Employer or successor to Employer shall:
a. Pay to Employee, in a lump sum within thirty (30) days from date of termination, or, at Employee's election, in installments, the Employee's Annual Salary and all other amounts payable hereunder for one and one-half (1-1/2) years following the effective date of such termination or until July 2, 2004, whichever is the longer period.
b. In the event such termination occurs during any of the Renewal Periods, pay to Employee his Annual Salary to the expiration of that particular Renewal Period, his Annual Salary for a period of one year following the end of such Renewal Period, plus all other amounts payable hereunder.
c. Pay to Employee the average of the Annual Executive Bonuses awarded to him in the three years preceding his termination over the same time span and under the same conditions as Annual Salary.
d. Pay to Employee any Executive Bonus awarded but not yet paid.
e. Continue Employee's coverage in all benefit programs in which he was participating on the date of his termination of employment until the earlier of (1) the end of the Employment Period or Renewal Period, or (2) the date he receives equivalent coverage and benefits under plans and programs of a subsequent employer.
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:
a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for his early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing on the date of such termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above.
c) All Option Shares and Stock Rights, if any, granted under the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares at the time of such termination shall become Eligible Shares whether or not exercised. To the extent not already exercised, such Option Shares and warrants (referred to as Purchases by the Plan) shall remain exercisable until the expiration of the original term of such Option or warrant. Nothing contained herein shall be deemed to modify or limit any options or warrants held by Employee that were not granted pursuant to the Plan. For purposes of this Agreement, the following terms shall have the following meanings:
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. 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:
a) Employer shall pay to Employee, or in the event of Employee's subsequent death, to Employee's surviving spouse, or if none, to Employee's estate, as severance pay or liquidated damages, or both, a sum equal to the greater of (i) the Base Salary Employee would have earned through the end of the current term but for her early termination or (ii) the annual Base Salary, as in effect immediately prior to such termination, which sum shall be payable over a one-year period commencing on the date of such termination in conformity with Company's customary practices for executive compensation as such practices may be modified from time to time and shall be subject to all applicable federal, state and local withholding, payroll and other taxes.
b) Employee shall be entitled to any amounts earned, accrued, owing or otherwise provided for, but not yet paid, under Article 4 or 5 above.
c) All Option Shares and Stock Rights, if any, granted under the Plan held by the Employee at the time of such termination which have not yet become Eligible Shares at the time of such termination shall become Eligible Shares whether or not exercised. To the extent not already exercised, such Option Shares and warrants (referred to as Purchases by the Plan) shall remain exercisable until the expiration of the original term of such Option or warrant. Nothing contained herein shall be deemed to modify or limit any options or warrants held by Employee that were not granted pursuant to the Plan. For purposes of this Agreement, the following terms shall have the following meanings:
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 eighteen (18) 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 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. This Agreement may be terminated by Employer, or successor to Employer, upon sixty (60) days written notice to Employee upon the happening of any of the following events:
a. Sale by Employer of substantially all of its assets;
b. Sale, exchange or other disposition of two-thirds or more of the outstanding capital stock of the Employer;
c. Merger or reorganization in which shareholders of the Employer immediately prior to such merger or reorganization receive less than fifty percent (50%) of the outstanding voting shares of the successor corporation.
d. Change in Employer Board of Directors membership of more than fifty percent. In the event that the Employee's employment is terminated without cause within two years following a change of control, the Employer or successor to Employer shall:
a. Pay to Employee, in installments, the Employee's total compensation rate for twelve (12) months and all other amounts payable hereunder following the effective date of such termination or until April 12, 2000, whichever is the longer period, constituting the Severance Period under this Section.
b. In the event such termination occurs during any of the Renewal Periods, pay to Employee his monthly compensation rate for twelve (12) months or until the end of the renewal period, whichever is longer plus all other amounts payable hereunder, constituting the Severance Period under this Section.
c. Pay to Employee any Executive Bonus awarded but not yet paid.
d. Continue Employee's coverage in all benefit programs in which he was participating on the date of his termination of employment until the earlier of (a) the date he receives equivalent coverage and benefits under plans and programs of a subsequent employer, or (b) if termination occurs during the term of this Agreement, a date twelve months after the Date of Termination.
e. Accelerate vesting of stock options by two (2) years.
Termination Without Cause Following a Change in Control. If (i) a Change in Control occurs during the Employment Period and (ii) at any time during the period commencing on the date of such Change in Control and ending on the date that is six months after such Change in Control the Company terminates your employment without Cause, then, in lieu of any payment or benefits under Section 4(c), the Company shall continue to pay to you, in accordance with its normal payroll practices, your base salary at the rate in effect immediately prior to the Termination Date (which shall not be less than the Base Salary Amount) until the second anniversary of such Termination Date. In addition, in such case, you shall be entitled to receive any benefits provided for in Section 3(b) which have accrued up to and including the Termination Date, subject to the terms and conditions of the benefit plans referenced in Section 3(b), and reimbursement of reasonable expenses incurred up to and including the Termination Date under the terms of Section 3(c). For purposes of clauses (i) and (ii) of this Section 4(d), any termination of your employment during the Employment Period by the Company without Cause after or immediately before the Company enters into a definitive agreement with a third party that results in a Change in Control shall be deemed to be a termination of your employment by the Company without Cause immediately after such Change in Control, and such Change in Control shall be deemed to occur during the Employment Period.
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. 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:
(i) Those sums described in Section 6(d)(i), (ii), (iii), (iv) and (v), which shall be immediately due and payable;
(ii) a sum equal to one (1) year of the Executive’s most recent Base Salary plus a pro rated portion of the Executive’s most recent minimal annual bonus immediately preceding the Change of Control. Such payments shall be paid in equal monthly installments during the twelve (12) month period following the Executive’s termination; and
(iii) continuation for one (1) year of health and medical benefits coverage substantially equivalent to the coverage maintained by the Company for the Executive prior to his termination, except to the extent such coverage may be changed in its application to all Company employees on a nondiscriminatory basis, and shall, for a period of eighteen (18) months from the expiration of such one year period, provide COBRA continuation coverage, if available, to the Executive. Notwithstanding the foregoing, such coverage shall cease in the event that the Executive becomes covered by comparable coverage from another employer. In no event is the Executive entitled to receive cash consideration in lieu of the continued coverage provided by this subparagraph 6(e)(iii). All stock options, whether then vested or unvested, shall vest and/or become exercisable in accordance with Section 5(b).
