Without Cause or for Good Reason in Connection with a Change in Control Sample Clauses

Without Cause or for Good Reason in Connection with a Change in Control. If the Executive incurs, on or within eighteen (18) months following a Change in Control, a Separation from Service during the Employment Period by reason of a termination of the Executive’s employment by the Company without Cause or by the Executive for Good Reason (in any case, a “CIC Qualifying Termination”), in each case, then subject to and conditioned upon compliance with Section 4(d) hereof and the Release requirements (discussed below), in addition to the Accrued Obligations:
Sample 1Sample 2Sample 3See All (5)
AutoNDA by SimpleDocs
Without Cause or for Good Reason in Connection with a Change in Control. If the Executive’s employment hereunder is terminated by the Company without Cause (as defined in the Executive Severance Plan) or by the Executive for Good Reason (as defined in the Executive Severance Plan), in each case, within 12 months following a Change in Control , then, subject to the Executive’s execution of (and the expiration of any revocation period) of a release of claims against the Company in a form to be provided by the Company within 60 days following the Executive’s termination of employment, in addition to any payments or benefits that the Executive may be entitled to under the Executive Severance Plan, all equity awards issued to and held by the Executive, including any awards issued under the Equity Incentive Plan or any successor plan, shall accelerate and become vested and exercisable as of the date of such termination, unless the award agreement related thereto specifically provides that this Section 4(b) of this Agreement does not apply.
Sample 1Sample 2Sample 3See All (5)
Without Cause or for Good Reason in Connection with a Change in Control. If the Companies terminate the Executive’s employment without Cause, or if the Executive terminates his employment for Good Reason, at any time during the three (3) months immediately preceding, or the twelve (12) months immediately following, a Change in Control of Insert, Calando, or the Merged Entity, the Companies shall pay the Executive’s Base Salary and accrued and unused vacation earned through the date of termination, at the rate in effect at the time of termination, less standard deductions and withholdings. In addition, if the Executive furnishes to the Companies the Release within the time period set forth therein, but in no event later than forty-five days following Executive’s termination, and permits the Release to become effective in accordance with its terms, the Executive shall be entitled to the following:
Sample 1
Without Cause or for Good Reason in Connection with a Change in Control. In the event of the Participant’s Termination of Service by the Company or any Affiliate without Cause or by the Participant for Good Reason, in either case at any time during the period beginning three months before and ending one year after the date on which a Change in Control occurs, the RSUs that have not vested as of the date of such Termination of Service shall fully vest on the later of (i) the date of such Termination of Service or (ii) the date on which such Change in Control occurs; provided, however, that in the case of any such Termination of Service that occurs during the three-month period prior to the date on which such Change in Control occurs, such vesting of the RSUs shall only apply if such Termination of Service was at the request of a third party that has taken steps reasonably calculated to effectuate such Change in Control or that otherwise arose in connection with or anticipation of such Change in Control.](1)
Sample 1
Without Cause or for Good Reason in Connection with a Change in Control. Notwithstanding the foregoing, in the event of a termination of the Employee’s employment within a two year period following the date of a Change in Control (a) by the Employer without Cause or (b) by the Employee for Good Reason, the Employer shall pay to (or in the case of business expenses pursuant to clause (i), reimburse) the Employee, or his estate in the event of his death, within thirty (30) days following the Date of Termination, (i) the Accrued Obligations, (ii) any earned but unpaid Annual Bonus in respect of a calendar year during the Bonus Period ending prior to or coincident with the Date of Termination, (iii) an Annual Bonus equal to the prior year’s Annual Bonus pro-rated for the year in which the Date of Termination occurs based on the number of days occurring in such year prior to the Date of Termination, provided that payments under Section 2(h)(i) relating to the year in which the Date of Termination occurs will be credited towards the satisfaction of the Company’s obligation to pay under this clause (iii) for the same period, (iv) a lump-sum payment equal to two and one-half times the sum of (x) the Employee’s Base Salary (as in effect on the Date of Termination) and (y) the average Annual Bonus earned by the Employee with respect to the two years preceding the Date of Termination, (v) reimbursement for outplacement services in an amount up to $25,000 upon the Employee’s submission of receipts for such services, and (vi) continuation of benefits in Section 2(d)(i) for 2.5 years following the Date of Termination; provided the Company’s obligation to provide continued welfare benefits under this clause (vi) shall be reduced to the extent that equivalent coverages and benefits (determined on a coverage-by-coverage and benefit-by-benefit basis) are provided under the plans, programs or arrangements of a subsequent employer; and provided further that in the event that the Employee is precluded from continuing full participation in the Company’s welfare benefit plans that provide for the benefits described in Section 2(d)(i) as contemplated by this clause (vi), the Employee shall be provided with the after-tax economic equivalent of any benefit or coverage foregone. For this purpose, the economic equivalent of any benefit or coverage foregone shall be deemed to be the total cost to the Employee of obtaining such benefit or coverage himself on an individual basis. Payment of such after-tax economic equivalent shall be made quarterly. The paym...
Sample 1

Related to Without Cause or for Good Reason in Connection with a Change in Control

  • 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 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:

  • 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 for Good Reason If Executive’s employment by the Company ceases due to a termination by the Company without Cause (as defined below) or a resignation by Executive for Good Reason (as defined below), Executive will be entitled to:

  • Termination of Employment in Connection with a Change in Control If the Executive’s employment is terminated either by the Company Without Cause (as defined in Section 6(d)) or by the Executive for Good Reason (as defined in Section 6(e)(ii)), in either case within the period commencing one month prior to and ending twelve months following a Change in Control, then, subject to Section 22 [Compliance with Section 409A], the Executive shall be entitled to the compensation and benefits set forth in Sections 8(e)(i)(a) through (e) (in addition to any other payments or benefits provided under this Agreement), provided that within sixty days following the Executive’s termination of employment (i) the Executive has executed and delivered the Release to the Company, and (ii) the Release has become irrevocable:

  • Termination for Good Reason or Without Cause If the Employment Period shall be terminated prior to the expiration of the third anniversary of the Start Date (or the end of the Employment Period as extended pursuant to Section 5.01) (a) by the Executive for Good Reason, or (b) by the Company without Cause, provided the Executive has delivered a signed Release of claims reasonably satisfactory to the Company (the “Release”) to the Company pursuant to the notice provision of Section 10.07 within thirty (30) days of the Date of Termination and not revoked the Release within the seven-day revocation period provided for in the Release, the Executive shall be paid solely (i) Base Salary through the Date of Termination and any annual bonus awarded in accordance with the Company‘s bonus program but not yet paid; (ii) an amount equal to one (1) times the Base Salary and one (1) times the target annual bonus amount, provided that the Executive shall be entitled to any unpaid amounts only if the Executive has not breached and does not breach the provisions of Sections 6.01 and 7.01 hereof; (iii) a pro-rata portion of the Executive’s target bonus for the year of termination, calculated by reference to the number of days during the bonus year during which he was employed by the Company; (iv) payment for all accrued, but unused, vacation time through the Date of Termination; (v) payment for reasonable outplacement assistance services actually incurred by the Executive associated with seeking another employment position within 12 months of the Date of Termination; and (vi) promptly following any such termination, the Executive shall be reimbursed all Reimbursable Expenses incurred by the Executive prior to such termination. The amounts described in clauses (i), (ii), and (iv) above will be paid in a single lump sum within ten (10) days after the Date of Termination; provided, however, that no amount shall be paid until expiration of the 7-day statutory revocation period with respect to the release referred to in this Section 5.02 above. The amount described in clause (iii) shall be paid in accordance with the terms of the applicable plan subject to the attainment of the performance goals applicable to such bonus award. The amount described in clause (v) shall be paid no later than the end of the calendar year following the year in which such expense is incurred by the Executive. The terms of all Company restricted stock units, stock options and other equity based awards will be as set forth in the applicable award agreements and medical benefits shall be as provided in Section 5.05 below. The Executive’s entitlements under any other benefit plan or program shall be as determined thereunder, except that severance benefits shall not be payable under any other plan or program. Notwithstanding the foregoing, if a termination of employment results in severance benefits being paid under an change in control agreement (or any successor thereto), no amounts or benefits will be paid to the Executive under this Section 5.02 or 5.05.

  • Termination Without Cause or With Good Reason If the Executive’s employment is terminated (A) by the Company without Cause, or (B) by the Executive with Good Reason, the Company shall pay (unless otherwise noted, in the normal course) to the Executive or provide the following amounts or benefits:

  • Termination of Employment Without Cause or for Good Reason (a) If (1) the Company terminates Executive’s employment without Cause or (2) Executive resigns for Good Reason, then Executive shall be entitled to receive the following termination payments and benefits; provided, however, that this Section 3.3 shall not apply to, and shall have no effect in connection with, any termination to which Section 3.2 of this Agreement applies:

  • Without Cause or for Good Reason If, during the Employment Period, the Company shall terminate the Executive’s employment without Cause or the Executive shall terminate his employment for Good Reason:

  • 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.

Time is Money Join Law Insider Premium to draft better contracts faster.