TERMINATION WITHOUT CHANGE IN CONTROL Sample Clauses

TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee's employment at any time during the Employment Period (including any extended term). Should the Company choose not to renew or extend the Employment Period of the Agreement or choose to terminate Employee during, or at the end of, the Employment Period, or in the event of death or disability of Employee, if the termination is not after a Change in Control and is not for cause, the Company shall, within thirty (30) days following such termination, pay or provide to Employee (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Employee and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, life, health, accident and disability insurance coverages which are not less than the highest benefits furnished to Employee during the term of this Agreement. c. An amount equal to the target award for Employee under the Company's annual bonus plan for the fiscal year in which Termination occurs; provided, however, that (i) if Employee has deferred his award for such year under a Company plan, the payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral or as specified by Employee and (ii) if the Company has not specified a target award for such year, the amount will be equal to fifty percent (50%) of the maximum percentage of Employee's Annual Base Salary Employee may be entitled to under the Company's annual bonus plan in such year. d. The Company will pay, distribute and otherwise provide to Employee the amount and value of his entire plan account and interest under any retirement plan, employee benefit plan, investment plan or stock ownership plan, if any exists on the date of his Termination, and all employer contributions made or payable to any such plan for his account prior to the end of the month...
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TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period. In the event of a Termination that does not otherwise entitle Employee to payments and benefits under Article IV, the Company shall, sixty (60) days following such Termination, or at such other time(s) specified in this Section 3.05 or Section 6.04, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide (or cause to be paid or provided) to Employee (or his designee or estate, as determined under Section 6.10, in the event of death after Termination and prior to satisfaction of the Company’s obligations in this Section 3.05): a. An amount equal to one (1) full year of his base salary, which base salary is here defined as the greater of (i) twelve (12) times the gross monthly salary in effect for Employee immediately preceding his date of Termination or (ii) the highest annual base salary paid to Employee during any of the three (3) years immediately preceding his date of Termination. Upon payment of this amount, there shall be deducted only such minimum amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Employee for a period of one (1) full year following the date of his Termination, health care, life, accident and disability insurance which are not less than the highest benefits furnished to Employee during the term of the Agreement at a cost to Employee as if he had remained a full time employee. If Section 6.04a. applies to the provision of any of the insurance described in this Section 3.05b., then Employee shall pay the cost of such insurance premiums in the amount and for the period of time proscribed by the application of Section 6.04a., subject to reimbursement by the Company as described therein. c. An amount equal to the sum of (i) the Target Bonus, plus (ii) if Employee experiences a Termination on or after January 1st, but before the date on which awards are paid, if any, pursuant to achievement of performance goals set under the Company’s annual bonus incentive plan for the year immediately preceding the year in which Employee’s Termination occurs, an amount, subject to the Company’s discretion as set forth under the Company’s annual bonus incentive plan and paid at the same time the Company pays bonuses to similarly situated e...
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TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Employee’s employment at any time during the Employment Period (including any extended term). In the event of any Termination that does not entitle Employee to payments and benefits under Section 3.06 or Article IV, the Company shall, sixty (60) days following such Termination, or at such other time(s) specified in this Section 3.05 or Section 6.02, and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay or provide to Employee (or his designee or estate, as determined under Section 6.09, in the event of death after Termination and prior to satisfaction of the Company’s obligations in this Section 3.05): a. An amount equal to one (1) full year of his Annual Base Salary in effect on the date of Termination. b. The Company shall provide to Employee, Employee’s spouse and Employee’s eligible dependents for a period of one (1) full year following the date of Employee’s Termination, health insurance coverage which is comparable to that provided to similarly situated active executives at a cost to Employee as if he had remained a full time employee. If Employee dies during such term, health insurance coverage will be provided to Employee’s spouse and eligible dependents until the date that is one (1) year after the date of Employee’s Termination. c. An amount equal to one (1) times the target bonus award for Employee under the Company’s annual bonus plan for the fiscal year in which Termination occurs; provided, however, that if the Company has not specified a target award for such year, the prior year’s target will be used, and, if none, the amount will be equal to fifty percent (50%) of Employee’s Annual Base Salary. d. If the Termination is on or after the Newco Transaction Date, the Equity Award shall be fully vested. If the Termination is prior to the Newco Transaction Date, (i) the Equity Award shall not be granted, Employee shall have no right to the Equity Award, and the Company shall have no obligation to grant the Equity Award and (ii) any outstanding Pride Restricted Stock Awards shall be fully vested.
Sample 1
TERMINATION WITHOUT CHANGE IN CONTROL. Notwithstanding anything herein to the contrary, the Company shall have the right to terminate Executive at any time during the Employment Period (including any extended term). In the event of any Termination, if the Termination does not entitle Executive to payments and benefits under Article IV, the Company shall, within thirty (30) days following such Termination and in exchange for a full and complete release of claims against the Company, its affiliates, officers and directors (“Release”), pay and provide to Executive (or his Executor, Administrator or Estate in the event of death, as soon as reasonably practical): a. An amount equal to two (2) full years of his annual base salary, which base salary is here defined as twelve (12) times the then current monthly salary in effect for Executive and all other benefits due him based upon the salary in effect on the date of Termination (but not less than the highest annual base salary paid to Executive during any of the three (3) years immediately preceding his date of Termination). There shall be deducted only such amounts as may be required by law to be withheld for taxes and other applicable deductions. b. The Company shall provide to Executive for a period of two (2) full years following the date of Termination, life, health and accident insurance coverages upon the same terms on which they are provided to active employees of the Company. c. An amount equal to two (2) times the target award for Executive under the Company’s annual bonus plan for the fiscal year in which termination occurs. d. All life, health, hospitalization, medical and accident benefits available to Executive’s spouse and dependents shall continue for the same term as Executive’s benefits. If Executive dies, all benefits will be provided for a term of two (2) years (or three (3) years if Article IV applies) after the date of death of Executive. e. All outstanding stock options and equity awards held by Executive will immediately vest and, to the extent greater than the period of time specified in the underlying award, the time for exercising any option will extend until the earlier to occur of (i) one (1) year after the date of Executive’s Termination or (ii) the maximum period permitted under Section 409A (as hereinafter defined); provided, however, that in no event shall the time for exercising an option extend beyond the original term of the option. f. The Company’s obligation under this Section to continue to pay or provide health...
Sample 1
TERMINATION WITHOUT CHANGE IN CONTROL 
Sample 1

Related to TERMINATION WITHOUT CHANGE IN CONTROL

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • Termination Without Good Reason Executive shall have the right to terminate the Period of Employment and Executive’s employment hereunder at any time without Good Reason (as defined below) upon thirty (30) days prior written notice of such termination to the Company. Any such termination by the Executive without Good Reason shall be treated for all purposes of this Agreement as a termination by the Company for Cause and the provisions of Section 7(a) shall apply.

  • Termination Without Just Cause In the case of a termination of Executive’s employment hereunder Without Just Cause in accordance with Section 1.6.6, Executive shall be entitled to the following in lieu of any other compensation or benefits (under Section 1.4 of this Agreement or otherwise) from Employer: (i) Executive shall receive Termination Compensation each month during the Compensation Continuance Period, subject, however, to Executive’s compliance with Executive’s Section 2 covenants (including, without limitation, compliance with the noncompetition and nonsolicitation covenants of Section 2) for a one (1) year period following Executive’s Termination Date. (ii) Employer shall use their best efforts to accelerate vesting of any unvested benefits of Executive under any employee stock-based or other benefit plan or arrangement to the extent permitted by Code Section 409A or other applicable law and the terms of such plan or arrangement. (iii) Employer shall make available to Executive, at Employer’s cost, outplacement services by such entity or person as shall be designated by Employer, with the cost to Employer of such outplacement services not to exceed Twenty Thousand Dollars ($20,000). (iv) During the Compensation Continuance Period, Executive shall either continue to participate (treating Executive as an “active employee” of Employer for this purpose) in the same group hospitalization plan, health care plan, dental care plan, life or other insurance or death benefit plan, and any other present or future similar group employee benefit plan or program for which officers of Employer generally are eligible, on the same terms as were in effect prior to Executive’s Termination Date, or, to the extent such participation is not permitted by any group plan insurer, under comparable individual plans and coverage (to the extent commercially available). The Termination Compensation and other benefits provided for in this Section 1.7.3 shall be paid by Employer in accordance with the standard payroll practices and procedures in effect prior to Executive’s Termination Date. If Executive breaches Executive’s obligations under Section 1.7.3 or Section 2 of this Agreement, Executive shall not be entitled to receive any further Termination Compensation or benefits pursuant to this Section 1.7.3 from and after the date of such breach.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the 0000 Xxx) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. Except as set forth below in this Section 4(c)(i), if the Optionee's employment with the Corporation shall terminate for any reason, (a) the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option) and (b) the Option, to the extent not then vested, shall immediately expire upon such termination. Notwithstanding the foregoing, (a) if the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment, (b) if the Optionee's employment terminates by reason of Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason (as defined in the last Section hereof), the Option shall remain exercisable for three years from the date of such termination of employment (but not beyond the Term of the Option) and (c) if the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment (other than a termination described in clause (a) or (b) of this sentence), the Option may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). (ii) If the Optionee's employment terminates by reason of death, Disability, Retirement, the termination of the Optionee's employment by the Company other than for Cause, or the termination of the Optionee's employment by the Optionee for Good Reason, the Option shall become fully and immediately vested and exercisable. In the event of a Change in Control (as defined in the last Section hereof), the Option shall immediately become fully vested and exercisable.

  • Termination Without Cause The Company may terminate Executive’s employment without Cause.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

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