Termination Without Cause Following Change in Control Sample Clauses

Termination Without Cause Following Change in Control. Notwithstanding the foregoing, if, within six (6) months following a Change in Control, Executive is terminated without Cause pursuant to Section 5.4, subject to (a) Executive’s continued compliance with each provision of the Confidentiality Agreement, and (b) Executive’s execution of the Release, which shall be provided to Executive concurrent with notification of termination and which shall be returned to the Company within 30 days of receipt, Executive will be entitled to receive (1) an amount equal to two (2) years’ Base Salary then in effect and (2) a payment of two (2) years’ target Annual Performance Bonus. Such amount will be payable in 12 monthly installments commencing on the first day of the month following the effective date of Executive’s termination; provided that any payments otherwise due within 30 days of termination shall be paid in the first payroll period beginning thereafter. Such payment shall be in lieu of the payments provided under Section 5.4. All such payments will terminate immediately upon any breach of the Confidentiality Agreement, which shall, for purposes hereof, be deemed a material breach. These payments shall be in addition to the amounts set forth in Section 5.1(i)-(iii).
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Termination Without Cause Following Change in Control. Notwithstanding any provision of paragraphs 8 or 9 below to the contrary, if the Optionee's Service with the Participating Company Group terminates due to Termination Without Cause Following Change in Control, (1) any unexercised portion of the Option shall become immediately exercisable and vested in full as of the date of the Optionee's termination of Service, and (2) the Option may be exercised, to the extent unexercised and exercisable by the Optionee on the proposed exercise date, by the Optionee at any time prior to the Special Exercise Termination Date.
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Termination Without Cause Following Change in Control. If the Company terminates Executive’s employment without Cause (as defined below) within twelve (12) months following a Change of Control (as defined below), then, in addition to the Severance Payment set forth above, and similarly subject to Executive timely executing, returning, and not revoking the Separation Agreement, then 100% of any remaining balance of the Option shall immediately vest.
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Termination Without Cause Following Change in Control. Two years (but in no event later than the Stated Expiration Date) following the Recipient’s termination of Service without Cause within two years following a Change of Control.
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Termination Without Cause Following Change in Control. If your employment is terminated by the Company without cause and within one year following any Change in Control (as defined below), you shall receive severance payments at your final base salary rate, less applicable withholding, for a period of 12 months. Severance payments will be made on your final day of employment. The Company will also accelerate the vesting of any unvested stock options previously granted to you as outlined in the Company option plan. You will also be entitled to receive any compensation and benefits that you earn under Paragraph 3 through the date of your termination without cause. You will not be entitled to any pro rated portion of the bonus that you would have earned under subparagraph 3(b) had you been employed for the entire year in which your termination occurs. Your right to receive the severance pay and other benefits described in this subparagraph is conditioned upon your execution and delivery to the Company of a general release of claims, in form reasonably satisfactory to the Company and you, that does not impair your right to receive any compensation or benefits that you have earned under this Agreement. If your employment is terminated by the Company without cause either within four months prior to, or more than one year after, any Change in Control, you shall receive only the compensation and benefits described in subparagraph 5(b). For purposes of this Agreement, a "Change in Control" of the Company shall be deemed to have occurred if:
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Termination Without Cause Following Change in Control. If your employment is terminated by the Company without cause or you resign for Good Reason (as defined in Subparagraph 5(d)) during the period commencing thirty (30) days prior to the date of the Company's first public announcement that the Company has entered into an agreement that would result in a Change in Control (as defined below) and ending one year following such Change in Control, you shall receive the compensation and benefits described in Subparagraph 5(b), except that all of your unvested outstanding stock options shall vest immediately. Such stock options shall remain exercisable for a period of eighteen (18) months following the later of (i) the date of your termination of service as Chief Executive Officer of the Company, or (ii) the date of such option vesting; provided, however, that such stock options shall not be exercisable following the expiration of the option term. If, due to the benefits provided under this Agreement, you are subject to any excise tax due to characterization of any amounts payable hereunder as excess parachute payments pursuant to Section 4999 of the Internal Revenue Code, the Company agrees to gross up the amount payable to you such that the net amount realizable by you is the same as if there were no such excise tax; provided, however, that the foregoing shall be conditioned upon your cooperating with the Company in such manner as may be reasonably requested (other than reducing amounts payable hereunder) so as to minimize the amount of such excise tax and provided, further, that the maximum amount that the Company shall be obligated to pay pursuant to this provision shall be $100,000. Notwithstanding the foregoing, however, upon a Change in Control, you may elect in your sole discretion, not to have any portion of such options vest in order to avoid any "excess parachute payment" under Section 280G(b)(1) of the Internal Revenue Code of 1986, as amended.
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Termination Without Cause Following Change in Control. If Purchaser's employment is terminated by the Company other than "for cause" (as defined in Subparagraph 5(a) of the Employment Agreement) or Purchaser resigns for Good Reason (as defined in Subparagraph 5(d) of the Employment Agreement)
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Termination Without Cause Following Change in Control. Notwithstanding the foregoing, if, within six (6) months following a Change in Control, Executive is terminated without Cause pursuant to Section 5.4, subject to (a) Executive’s continued compliance with each provision of the Confidentiality Agreement, and (b) Executive’s execution of the Release, which shall be provided to Executive concurrent with notification of termination and which shall be returned to the Company within 30 days of receipt, Executive will be entitled to receive $4,000,000 (Four Million Dollars) in lieu of any other payments, other than as provided in Section 5.1(i)-(iii) as set forth below. Such amount will be payable in 12 monthly installments commencing on the first day of the month following the effective date of Executive’s termination. Such payment shall be in lieu of the payments provided under Section 5.4. All such payments will terminate immediately upon any breach of the Confidentiality Agreement, which shall, for purposes hereof, be deemed a material breach. These payments shall be in addition to the amounts set forth in Section 5.1(i)-(iii).
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Related to Termination Without Cause Following Change in Control

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change in Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from his or her employment for Good Reason, and, in each case, such termination date occurs during the Change in Control Period, then Executive will receive the Accrued Benefits and, subject to Sections 5 through 7, below, Executive will be eligible to receive the following:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company or its Affiliates terminate Executive’s employment with the Company or its Affiliates, respectively, without Cause or Executive resigns from such employment for Good Reason within twelve (12) months following a Change of Control, and Executive signs and does not revoke a separation agreement and release of claims with the Company (in a form acceptable to the Company), then Executive will receive the following severance from the Company:

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Constructive Termination Without Cause In the event that: (i) a Constructive Termination Without Cause occurs and (ii) Section 8(F) (change in control) does not apply, then the Executive shall have the same entitlements as provided under Section 8(D) for a termination by the Company without Cause.

  • 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 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 Without Cause; Termination for Good Reason If the Company shall terminate the Executive’s employment, other than for Cause, or the Executive shall terminate his employment for Good Reason, then;

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