Termination Without Cause or for Good Reason With a Change in Control Sample Clauses

Termination Without Cause or for Good Reason With a Change in Control. If the Company terminates the Executive without Cause, or the Executive terminates employment for Good Reason during the Executive’s employment with the Company, in each case within twelve (12) months after a Change in Control, the following provisions shall apply: (1) The terminating party shall provide written notice of termination to the other party as specified above. In the case of Executive terminating for Good Reason, Executive shall include such reason in the notice of termination and allow the Company the thirty (30) day opportunity to cure the condition. (2) Subject to Section 7(e), the Company shall pay the following amounts to the Executive without offset for any cash compensation paid to Executive from any other employment allowed under this Agreement: a. Twelve (12) months Base Salary payable on the established payroll dates (bi-weekly) following the Termination Date. b. Any short-term incentive or other cash bonus that would have been paid to the Executive based upon Company performance in the year of the Termination Date if the Executive had been employed for the full calendar year will be paid in a lump sum when such payment is paid to other employees or Executives under the applicable short term incentive program. c. All of Executive’s unvested restricted stock awards shall vest as of Release Effective Date. d. The value of any unvested performance share units shall be determined by calculating total stockholder returns against the common stock returns of the established Company peer group in accordance with the applicable long term incentive plan using the Termination Date as the ending date of the applicable performance period. If greater than zero, such calculated value shall be paid to the Executive, in Company stock (less shares withheld for tax purposes in accordance with the applicable equity plan document), within sixty (60) days of the Termination Date and following the Release Effective Date. e. A lump-sum payment equal to twelve (12) months of COBRA premiums at Executive’s benefit election level immediately prior to the Termination Date.
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Termination Without Cause or for Good Reason With a Change in Control. In addition to the Accrued Obligations, if, within the period beginning on the date of a Change in Control (as defined below) and ending on the 2-year anniversary of such date (the “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, subject to satisfaction of the release and other requirements set forth in Section 5(b), Executive will be entitled to: (1) the same severance entitlements described in Section 4(b)(i), except that the amount payable under Section 4(b)(i)(2) will be equal to Executive’s Annual Target Bonus Opportunity (without proration), rather than a prorated bonus based on actual performance over the performance period; (2) full vesting of any unvested portion of any outstanding time-based restricted stock units held by Executive as of the Date of Termination; (3) pro rata vesting based on Executive’s time of service to the Company during the applicable performance period of any performance-based restricted stock units (“PBRSUs”) underlying any outstanding award agreement on the later of (1) the Date of Termination, and (2) the date that achievement of the applicable financial performance criteria under such PBRSU award is determined by the Committee.
Sample 1
Termination Without Cause or for Good Reason With a Change in Control. In addition to the Accrued Obligations, if, within the period beginning on the date of a Change in Control (as defined below) and ending on the two-year anniversary of such date (the “Change in Control Period”), Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason, subject to satisfaction of the release and other requirements set forth in Section 5(b), Executive will be entitled to the same severance entitlements described in Section 4(b)(i), except that: (1) the amount payable under Section 4(b)(i)(1) will be equal to 1.2 times the Base Salary; (2) the amount payable under Section 4(b)(i)(2) will be equal to 1.2 times Executive’s Annual Target Bonus Opportunity; (3) full vesting of any unvested portion of any outstanding time-based restricted stock units held by Executive as of the Date of Termination; and (4) any unvested PBRSUs held by Executive will become fully vested (without proration, notwithstanding anything to the contrary in any PBRSU award agreement) as of the Date of Termination at 100% of the target performance level (or, if the PBRSUs were determined to have been earned at a greater level in connection with the Change in Control, whether pursuant to the PBRSU award agreement or otherwise, at such greater level) ; provided, however, that if the Date of Termination occurs on or after the last day of the PBRSU’s performance period, but prior to the vesting date of the PBRSUs, the amount that will vest, if any, will be the amount earned based on actual performance over the performance period.
Sample 1

Related to Termination Without Cause or for Good Reason With a Change in Control

  • Termination Without Cause or for Good Reason If Employee’s employment is terminated by the Company without Cause pursuant to Section 4(d) or by Employee for Good Reason pursuant to Section 4(e), Employee shall be entitled to receive, and the Company’s sole obligation to Employee thereafter under this Agreement shall be to pay or provide to Employee, the following: (i) the Accrued Obligations; (ii) the Separate Obligations; (iii) if Employee worked a full calendar year and her employment is terminated by the Company without Cause or by the Employee for Good Reason after the end of such calendar year but prior to the payment of the Incentive Bonus for such calendar year, then Employee shall be entitled to receive the Incentive Bonus, if any, for such calendar year, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; (iv) if Employee’s employment is terminated by the Company without Cause or by the Employee for Good Reason, then Employee shall be entitled to receive a pro-rated Incentive Bonus, if any, for the calendar year during which their employment was terminated, which shall be due and payable in accordance with Section 4(g)(v) of this Agreement; and (v) subject to Employee’s compliance with Section 5 hereof, payments for the duration of the Restriction Period (as defined in Section 5(c) below) in an annualized amount equal to the Employee’s Base Salary, at the rate in effect immediately prior to the termination of Employee’s employment over the duration of the Restriction Period, the “Severance Payments”). The Severance Payments shall be paid in accordance with the Company’s customary payroll practices, commencing on the first regular payroll date on or following such termination of employment and the first payment shall include the cumulative amount of any payments that would have already accrued following the termination of the Employment Period.