Without a Change in Control Sample Clauses

Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) or Constructive Termination (hereinafter defined) and there has not been a Change in Control (hereinafter defined) the Company will continue to pay the Executive his Base Salary as in effect at the time of the Termination Without Cause or Constructive Termination for the remaining term of this Employment Agreement after such termination. Earned but unpaid Base Salary and incentive compensation through the date of termination will be paid in a lump sum at such time. For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse Executive for the cost of the Executive's major medical health insurance premiums as in effect at the date of termination. The exercisability of stock options granted to Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.
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Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) or a Constructive Termination (as hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will continue to pay the Executive the following:
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Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) or Constructive Termination (hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company shall pay to the Executive upon such termination a lump sum in an amount equal to the sum of the Executive's (i) earned but unpaid Base Salary, if any, for the current fiscal year through the date of termination; (ii) earned but unpaid Annual Incentive Award, if any, for the current fiscal year through the date of termination; (iii) annual Base Salary as in effect at the date of the termination; and (iv) the average of the Annual Incentive Award paid to the Executive for the two (2) immediately preceding completed fiscal years of the Company. For six (6) months following such Termination Without Cause or Constructive Termination, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination. The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.
Sample 1Sample 2Sample 3
Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) or Constructive Termination (hereinafter defined) and there has not been a Change in Control (hereinafter defined) the Company will pay the Executive his Base Salary in accordance with ordinary payroll practices as in effect at the time of the Termination Without Cause or Constructive Termination for the remaining Term after such termination. Earned but unpaid Base Salary and Annual Incentive Compensation pro-rated through the date of termination will be paid in a single lump sum no later than March 15 of the calendar year following the calendar year in which the Executive suffers a Termination Without Cause or a Constructive Termination. If the Executive actually elects (within the time period required by Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”)) continuation coverage pursuant to COBRA for the Executive and the Executive’s dependents (to the extent the Executive’s dependents were covered under the Company’s medical and dental plans on the Executive’s separation from service date), the Company shall provide, at no cost to the Executive, coverage for the Executive and the Executive’s dependents under COBRA with respect to medical and dental coverage provided by the Company to its employees until the earliest of (a) the date the Executive is no longer eligible to receive continuation coverage pursuant to COBRA, and (b) six (6) months following termination of employment with the Company. The vesting. exercisability and other terms of stock options and vesting and other terms of restricted stock, restricted stock units or other interests granted to the Executive shall be governed by any applicable agreements and the terms of the applicable stock option or incentive plans.
Sample 1
Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) and a Change in Control (hereinafter defined) shall not have occurred within one (1) year prior thereto, the Company will continue to pay the Executive amounts equal to his Base Salary, as in effect at the time of the Termination Without Cause, for the remaining Term of this Employment Agreement; provided, however, if the Executive shall give the notice referred to in Section 6.3(c), the Executive shall not be entitled to any amounts for periods after the effective date of such notice. Earned but unpaid Base Salary through the date of termination will be paid in a lump sum at such time, and pro-rated incentive compensation, if any, for the year of termination, to the date of termination, will be paid to the Executive in accordance with the Company's customary practice for payment of incentive compensation. For six (6) months following such Termination Without Cause, the Company shall reimburse the Executive for the cost of the Executive's major medical health insurance as in effect at the date of termination; provided that reimbursement for the costs of such medical insurance shall cease upon the effective date of a notice given by the Executive pursuant to Section 6.3(c). The exercisability of stock options granted to the Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.
Sample 1
Without a Change in Control. If the Executive suffers a Termination Without Cause (hereinafter defined) and there has not been a Change in Control (hereinafter defined) the Company will continue to pay the Executive his Base Salary as in effect at the time of the Termination Without Cause until the earlier of: (i) twelve (12) months after the termination date; or (ii) the expiration of the Term of this Employment Agreement or any renewal term. Additionally, at the time of the payment of incentives or bonuses to other executives for the year in which the Termination Without Cause occurs, Executive will be paid a pro-rata bonus or incentive payment for the portion of the year in which he worked prior to the effective date of his termination. For six (6) months following such Termination Without Cause, to the extent that the Executive is otherwise eligible to continue to participate in the Company's health insurance plans, the Company shall reimburse Executive for the cost of the Executive's health insurance premiums as in effect at the date of termination. The exercisability of stock options granted to Executive shall be governed by any applicable stock option agreements and the terms of the respective stock option plans.
Sample 1
Without a Change in Control. If the Additional Bonus has not been paid by June 1, 1999, as a result of a Change in Control or of a change in Employee's status as Chief Executive Officer of the Company, then Employee's Additional Bonus shall be due and payable in two equal installments of $75,000. The first $75,000 shall be due and payable on June 1, 1999, and the second $75,000 shall be due and payable on the earlier of (i) the date Employee ceases to be the Chief Executive Officer of the Company, or (ii) January 1, 2000.
Sample 1
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Related to Without a Change in Control

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Prior to a Change in Control If the Final Measurement Date occurs prior to a Change in Control, the Award will be settled in shares of Tyson Class A common stock no later than sixty (60) days after the Final Measurement Date; provided, however, that if the 60-day period for execution and non-revocation of a Release pursuant to Section 3.3 above will span two (2) calendar years, then the settlement of the Award will occur as soon as practicable after, but no earlier than, the first (1st) day of the second (2nd) calendar year.

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

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

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • 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.

  • Rights in Event of Termination of Employment Absent Change in Control (a) In the event that Executive's employment is involuntarily terminated by HMS without Cause and no Change in Control shall have occurred as of the date of such termination, upon execution of a mutual release, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to the greater of: that portion of the Executive’s Agreed Compensation for the then existing Employment Period that has not been paid to Executive as of the date his employment terminates, or 1.0 times the Executive’s Agreed Compensation. Such amount shall be payable in twelve (12) equal monthly installments; and (ii) subject to plan terms, Executive’s continued participation in HMS's employee benefit plans for twelve (12) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he is no longer an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the payments described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such imposition. Upon written notice to Executive, together with calculations of HMS's independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

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