Termination without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control Sample Clauses

Termination without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control. In the event of a termination of employment resulting from (i) a termination by the Company of the Employee’s employment for any reason other than Cause, death or disability (as defined in Section 22(e)(3) of the Code) or (ii) the Employee’s voluntary resignation of employment for Good Reason, in each case within 2 months prior to, or 12 months following a Change of Control, then subject to the Employee’s satisfaction of the Severance Conditions (defined above), the Employee will be entitled to the payments and benefits referenced in Section 5.4, provided that (i) the Severance Payment shall be increased to an amount equal to 18 months of the Employee’s Base Salary; (ii) the COBRA Payment shall be increased to an amount equal to 18 months of monthly COBRA premiums; (iii) in lieu of the Prorated Bonus, the Employee shall receive an amount equal to 150% of Employee’s annual incentive target bonus amount for the year of termination and (iv) each of the Employee’s then-outstanding Equity Awards shall accelerate and become fully vested and, if applicable, exercisable and any forfeiture restrictions thereon shall lapse, effective as of the date of such termination of service; provided, however, that the grant agreement for the purpose of any Equity Award that would otherwise vest upon satisfaction of performance metrics or factors other than the continuation of the Employee’s employment with the Company (the “Performance-Based Awards”) may provide for alternative treatment in lieu of the foregoing and, absent any such treatment in the grant agreement, the vesting acceleration provided for herein shall be deemed to have been met based on the achievement of the Performance-Based Award at the greater of “at target” or, if determinable, actual performance. All of Employee’s vested stock options (after giving effect to the foregoing acceleration) shall remain exercisable until the earlier of the first anniversary of Employee’s termination of service and the original expiration date for such stock option as set forth in the applicable award agreement evidencing such grant.
Sample 1
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Termination without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control. In the event the Company terminates Xx. Xxxxxxx’x employment without Cause or Xx. Xxxxxxx resigns from employment with the Company for Good Reason, in each case within two (2) months prior to or twelve (12) months following a Change of Control, then subject to Xx. Xxxxxxx’x satisfaction of the Severance Conditions (defined above), she will be entitled to the Severance, the Prorated Bonus and the COBRA Payments referenced in Section 6.4, and will be eligible for the Equity Award Acceleration, except that such Equity Award Acceleration will be increased to be 100% of the unvested portion of such Equity Awards, rather than an additional 12 months of vesting, provided that if the Final Closing has not occurred prior to such Date of Termination, the Anti-Dilution Option will not accelerate, and instead will lapse and be forfeited.
Sample 1

Related to Termination without Cause or Resignation for Good Reason within 2 months prior to or 12 months following a Change of Control

  • 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 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 with Good Reason The Company may terminate the Term of Employment without Cause, and the Executive may terminate the Term of Employment for Good Reason, at any time upon written notice. If the Term of Employment is terminated by the Company without Cause (other than due to the Executive’s death or Disability) or by the Executive for Good Reason, in either case prior to the date of a Change in Control or more than one year after a Change in Control, the Executive shall be entitled to the following:

  • Termination Without Cause or Resignation for Good Reason If (1) Company terminates Employee’s employment during the Initial Term other than (a) due to Employee’s death or Disability or (b) for Cause (as defined below); or (2) if Employee resigns from Employee’s employment for Good Reason (as defined below) during the Initial Term, Employee shall receive the Accrued Amounts on the Date of Termination and, in addition, subject to the Severance Conditions below, (i) Company shall provide a severance payment equal to three (3) months of Employee’s salary as of the Date of Termination (the “Severance Payment”), divided and paid in equal installments over a period of three (3) months in accordance with Company’s regular payroll practices starting on the first regular payday occurring after the effective date of the Release (as defined below), and (ii) the Company will reimburse Employee for COBRA premiums (at the coverage levels and at the Company-paid rate in effect immediately prior to such termination) for Employee and Employee’s covered dependents until the earliest of (A) the date that is three (3) months following the Date of Termination, (B) the date that Employee (or Employee’s spouse or dependents, as applicable) are no longer eligible for COBRA coverage or (C) the date when Employee receives substantially equivalent health insurance coverage in connection with new employment (the “COBRA Benefit”). Company’s obligation to pay Employee the Severance Payment and COBRA Benefit shall be conditioned on Employee’s satisfaction of the following (the “Severance Conditions”): (1) Employee must first sign, and allow to become effective, a Company-approved separation agreement, which shall include a full general release in a form acceptable to Company, releasing all claims, known or unknown, that Employee may have against Company arising out of or any way related to Employee’s employment or termination of employment with Company (the “Release”); and (2) on or before the effective date of the Release, Employee must have (i) reconfirmed Employee’s agreement to abide by all of the surviving provisions of this Agreement and any other agreement between Employee and Company, (ii) agreed to cooperate in the transition of Employee’s employment; and (iii) agreed not to make any voluntary statements, written or oral, or cause or encourage others to make any such statements that defame, disparage, or in any way criticize the personal and/or business reputations, practices, or conduct of the Company or any of its affiliates. All other Company obligations to Employee will be automatically terminated and completely extinguished.

  • Termination for Cause or Resignation without Good Reason If, during the Term of this Agreement, Executive’s employment is terminated by the Company for Cause, or Executive resigns his employment hereunder without Good Reason, the Company shall pay Executive the Termination Amounts, less standard deductions and withholdings. The Company shall thereafter have no further obligations to Executive under this Agreement, except as otherwise provided by law.

  • 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 Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination Without Cause or Termination for Good Reason (a) The Company may terminate the Executive's employment hereunder without Cause, and the Executive shall be permitted to terminate his employment hereunder for Good Reason (as hereinafter defined). If the Company terminates the Executive's employment hereunder without Cause, other than due to death or Disability, or if the Employee effects a termination for Good Reason, the Executive shall be entitled to receive all the benefits provided for under Section 3.6 of this Agreement.

  • Involuntary Termination Without Cause and Voluntary Termination with Good Reason With written notice to the Executive at least thirty (30) days in advance, the Bank may terminate the Executive’s employment without Cause. Termination shall take effect at the end of the notice period. With advance written notice to the Bank as provided in clause (y), the Executive may terminate employment for Good Reason. If the Executive’s employment terminates involuntarily without Cause or voluntarily but with Good Reason, the Executive shall be entitled to the benefits specified in Article 4 of this Agreement. For purposes of this Agreement, a voluntary termination by the Executive shall be considered a voluntary termination with Good Reason if the conditions stated in both clauses (x) and (y) of this Section 3.4 are satisfied:

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