Triggering Events. The events referred to in Sections 3(f) and 5(a) hereof are as follows:
Triggering Events. If Interpublic undergoes a Change of Control, the Company shall make payments to the Executive as provided in article II of this Agreement. If, within two years following a Change of Control, either (a) the Company terminates the Executive other than by means of a termination for Cause or for death or (b) the Executive resigns for a Good Reason (either of which events shall constitute a "Qualifying Termination"), the Company shall make payments to the Executive as provided in article III hereof.
Triggering Events. The execution of this Agreement and the consummation of the transactions contemplated hereby, do not constitute a triggering event under any Employee Benefit Plan, policy, arrangement, statement, commitment or agreement, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (whether of severance pay or otherwise), "parachute payment" (as such term is defined in Section 280G of the Code), acceleration, vesting or increase in benefits to any employee or former employee or director of the Company. No Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits.
Triggering Events. (a) If, within twenty-four (24) months after the occurrence of a change of control of the Company,
(i) Executive's base salary, responsibilities or duties are reduced and Executive terminates his employment by voluntary resignation during the Term and during continuance of any of the foregoing conditions (provided such resignation gives at least one month written notice of intent to terminate employment), or
(ii) Executive's employment is involuntarily terminated during the Term by the Company for reasons other than the Executive's gross misconduct, then Executive shall become entitled to receive the payments and benefits specified in Section 4 of this Agreement.
(b) The date on which Executive's employment ceases as specified in Section 3(a) is hereinafter referred to as the "Triggering Event."
Triggering Events. The term "TRIGGERING EVENT" shall mean either of the following events occurring after the date hereof:
Triggering Events. The execution of this Agreement and the consummation of the transactions contemplated hereby, do not constitute a triggering event under any Employee Benefit Plan, policy, arrangement, statement, commitment or Contract, whether or not legally enforceable, which (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment (whether of severance pay or otherwise), “parachute payment” (as such term is defined in Section 280G of the Internal Revenue Code), acceleration, vesting or increase in benefits to any employee, former employee or director of the Company or any of its Subsidiaries. No Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits.
Triggering Events. (a) Notwithstanding anything to the contrary in this Agreement, in the case of any Shareholder that has acquired his, her or its Common Shares pursuant to any Equity Incentive Plan, then if such Shareholder who is an individual, or if the Principal of such Shareholder, who is an employee or consultant of the Company or a subsidiary, experiences a Triggering Event, then the Company shall be entitled, subject to the remainder of this Section 2.4(a), to purchase within a period of one year from such Triggering Event, and such Shareholder (or the Shareholder controlled by such terminated Principal) and his, her or its Prospective Transferees (for purposes of this Section 2.4, the "Defaulting Shareholder") shall sell, all or any part thereof, of the Common Shares beneficially owned by such Defaulting Shareholder that were issued pursuant to an Equity Incentive Plan: (X) in the case of (b) in the definition of "Triggering Event", at the price determined in accordance with Section 2.4(c) or (Y) in the case of (a) in the definition of "Triggering Event", for the original issue price of such Common Shares.
(b) Upon the occurrence of a Triggering Event with respect to a Defaulting Shareholder or a Founder:
(a) such Defaulting Shareholder or such Founder shall lose all rights that have been personally granted to such Defaulting Shareholder or Founder under this Agreement (and not all Shareholders or holders of a specific class of Common Shares), the Voting Agreement and the Shareholder Rights Agreement if any; and
(b) such Defaulting Shareholder or such Founder hereby irrevocably appoints the Company or in the case of a Defaulting Shareholder that is a Founder, any other Founder that is not a Defaulting Shareholder, as his, her or its true and lawful proxy and attorney-in-fact, with full power of substitution, to vote and exercise all voting, consent and similar rights of such Defaulting Shareholder or such Founder (including any rights to approve any amendments to this Agreement, the Voting Agreement or the Shareholder Rights Agreement), in a manner consistent with all resolutions passed, consents given or recommendations made by the Board, and/or sign any shareholder resolutions or amendments to shareholder agreements (including this Agreement), with respect to all of the Common Shares that now are or hereafter registered in the name of, and/or beneficially owned by, such Defaulting Shareholder or such Founder, as the case may be. The proxies and powers granted by ...
Triggering Events. Each of the following events (each, a ----------------- "Triggering Event") will be considered a transfer of all Offered Parcels and Related Property that Owner owns or leases at the time of the Triggering Event:
Triggering Events. The events referred to in Section 1(b) hereof are as follows:
Triggering Events. A. In the event that a Change in Control occurs, regardless of other vesting provisions set forth in the instruments detailing such awards, all outstanding unvested stock options, restricted stock, SARs or other awards made under any of the Company’s incentive plans (collectively, “Unvested Awards”) held by Executive as of the date of the Change in Control shall be deemed to become immediately vested upon the Change in Control.
B. In the event that either (a) the Company or its successor terminates Executive’s employment, other than for Cause, or (b) Executive terminates his employment for Good Reason, and within two (2) months following either such termination, (c) a Change in Control occurs, upon the occurrence of such Change in Control, the following shall take place:
(i) All Unvested Awards held by Executive as of the date of termination, shall be deemed to have become vested, irrespective of any lapse which would otherwise have been deemed to have occurred upon the date of termination, and shall thereafter, in the case of options, SARs or similar awards, be exercisable upon such terms as shall conform to the treatment of other options, etc. in connection with the Change in Control; and
(ii) The Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executive’s base salary calculated as of the date of termination, or (y) six (6) months of Executive’s base salary calculated as of any date within the one (1) month prior to Executive’s termination date.
C. In the event that (a) a Change in Control occurs, and, within twelve (12) months following the date of the Change in Control, either (b) the Company or its successor terminates Executive’s employment, other than for Cause, or (c) Executive terminates his employment for Good Reason, upon such a termination, the Company or its successor shall pay to Executive a lump sum of cash equal to the greater of (x) six (6) months of Executives’ base salary calculated as of the date of termination, or (y) six (6) months of Executives’ base salary calculated as of the date of the Change in Control. To the extent that any payments hereunder are subject to the timing rules of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (because they are made to “specified employees” in connection with a “separation from service” as defined therein), then such payments shall be made only within the timing rules of such statute, by delaying, to the ex...
