Change in Control Related Termination definition

Change in Control Related Termination means a termination of the Executive’s employment by the Company other than for Cause or Executive’s resignation for Good Reason, in each case at any time prior to the date of a Change in Control and (A) the Executive reasonably demonstrates that such termination or the basis for resignation for Good Reason occurred in anticipation of a transaction that, if consummated, would constitute a Change in Control, (B) such termination or the basis for resignation for Good Reason occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (C) the Executive reasonably demonstrates that such termination or the basis for resignation for Good Reason was implemented at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control.

Change in Control Related Termination means, during the Term, the Executive’s termination in a Qualifying Termination (i) following a Change in Control or (ii) at any time prior to a Change in Control if such termination occurs after the Company entered into and has not terminated a definitive agreement, the consummation of which would constitute a Change in Control.

Change in Control Related Termination means a Pre-Change in Control Termination or a Post-Change in Control Termination, as applicable.

Examples of Change in Control Related Termination in a sentence

• If the Executive’s termination or resignation is a Change in Control Related Termination, then, in lieu of any and all other Severance Payments that may become due hereunder (other than any Accrued Amounts) and any other severance payments that may become due pursuant to this Employment Agreement or any Company policies, the Executive shall be entitled to receive the Incentive Payment and the LTIP Payout within 30 days following consummation, if any, of the transaction constituting a Change in Control.

• The Equity Vesting under this Section 2.2(c) shall apply only in the event of a Change in Control Related Termination.

• The Severance Period applicable to executive officers of the Company is twelve months;· A pro-rated target cash bonus for the year of termination;· Relocation benefits paid to such employee (if any) in connection with any relocation that occurred within 12 months prior to the Change in Control Related Termination will not be required to be repaid; and· Outplacement services until the end of the Severance Period (or, if earlier, the acceptable of an offer of full-time employment from a subsequent employer).

• In the event of a Change in Control Related Termination, the Employer shall pay the Participant an amount in cash equal to the sum of the Participant’s Base Salary plus Bonus, provided that with respect to a Participant with the title “Executive Vice President” (or a higher level position), such sum shall be multiplied by one and one-half (1 1⁄2).

• Participants shall be entitled to only one Severance Payment under this Plan as the result of a Change in Control Related Termination.

More Definitions of Change in Control Related Termination

Change in Control Related Termination means a termination of the Eligible Employee’s employment by the Company or any subsidiary of the Company other than for Cause or the Eligible Employee’s resignation for Good Reason, in each case within the one hundred twenty (120) day period prior to the occurrence of a Change in Control and (A) the Company determines in good faith that such termination or the basis for resignation for Good Reason occurred in anticipation of a transaction that, if consummated, would constitute a Change in Control, (B) such termination or the basis for resignation for Good Reason occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (C) the Company determines in good faith that such termination or the basis for resignation for Good Reason was implemented at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control. For the avoidance of doubt, the occurrence of a Change in Control Related Termination is conditioned upon the consummation of a Change in Control on or prior to December 31, 2022.

Change in Control Related Termination means that a Qualifying Termination where your Termination Date occurs on or within 12 months after a Change in Control.

Change in Control Related Termination means a termination of the Eligible Employee’s employment by the Company or any subsidiary of the Company other than for Cause or the Eligible Employee’s resignation for Good Reason, in each case within the one hundred twenty (120) day period prior to the occurrence of a Change in Control and (A) the Company determines in good faith that such termination or the basis for resignation for Good Reason occurred in anticipation of a transaction that, if consummated, would constitute a Change in Control, (B) such termination or the basis for resignation for Good

Change in Control Related Termination means a Covered Termination in which either: (i) an Involuntary Termination Without Cause occurs within one (1) month prior to the effective date of a Change in Control or within twelve (12) months following the effective date of a Change in Control, or (ii) a Constructive Termination in which the events undertaken by the Company as specified in Section 2(h) that give rise to the Participant’s right to resign due to Constructive Termination occur within one (1) month prior to the effective date of a Change in Control or within twelve (12) months following the effective date of a Change in Control.

Change in Control Related Termination means, during the Employment Period, (i) the Executive’s termination by the Company other than for Cause, or termination by the Executive for Good Reason, in each case within twenty-four (24) months following a Change in Control, (ii) the Executive’s termination by the Company other than for Cause at any time prior to a Change in Control if such termination occurs after the Company entered into and has not terminated a definitive agreement, the consummation of which would constitute a Change in Control or (iii) termination by the Executive for any reason after the Company enters into and has not terminated a definitive agreement, the consummation of which would constitute a Change in Control, and the Company provides the Executive with written notice pursuant to Section 1.1 that the Term shall not be extended.

Change in Control Related Termination means a termination of the Executive’s employment by the Company other than for Cause or

Change in Control Related Termination means a termination of the Executive’s employment by the Company other than for Cause or Executive’s resignation for Good Reason, in each case within the one hundred twenty (120) day period prior to the date of a Change in Control and (A) the Executive reasonably demonstrates that such termination or the basis for resignation for Good Reason occurred in anticipation of a transaction that, if consummated, would constitute a Change in Control, (B) such termination or the basis for resignation for Good Reason occurred after the Company entered into a definitive agreement, the consummation of which would constitute a Change in Control or (C) the Executive reasonably demonstrates that such termination or the basis for resignation for Good Reason was implemented at the request of a third party who has indicated an intention or has taken steps reasonably calculated to effect a Change in Control. For the avoidance of doubt, the occurrence of a Change in Control Related Termination is conditioned upon the consummation of a Change in Control during the period specified above.