Change in Control Severance Event definition

Change in Control Severance Event means (i) the Eligible Employee’s involuntary termination from employment by the Employer or any successor thereto on or after a Change in Control and prior to the two (2) year anniversary of the Change in Control, or (ii) the Eligible Employee’s voluntary termination from employment on or after a Change in Control and prior to the two (2) year anniversary of the Change in Control due to a Relocation or a Significant Reduction in Scope or Base Compensation that occurs during such two (2) year period.
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Change in Control Severance Event means (i) the earlier of (x) the involuntary termination of an Eligible Executive’s employment by the Company or (y) the provision of written notice of the termination of an Eligible Executive’s employment by the Company if the Company is required by law or contract to provide advance notice of such termination, in either case other than for Cause, death or Disability, in all such cases following the Effective Date and during the Change in Control Protection Period, (ii) the earlier of (x) the termination of an Eligible Executive’s employment by the Eligible Executive for Good Reason or (y) the provision of written notice of the termination of an Eligible Executive’s employment with the Company by the Eligible Executive for Good Reason, if such Eligible Executive is required by law or contract to provide advance notice of such termination, in all such cases following the Effective Date and during the Change in Control Protection Period, or (iii) the Eligible Executive’s employment with the Company is involuntarily terminated following the Effective Date but prior to the date on which Change in Control occurs, and it is demonstrated by the Eligible Executive to the reasonable satisfaction of the Company that such termination of employment prior to the Change in Control (x) was at the request of a third party who has taken steps reasonably calculated to effect a Change in Control, or (y) otherwise arose in connection with or in anticipation of a Change in Control.
Sample 1
Change in Control Severance Event means (i) the involuntary termination of an Eligible Employee’s employment by the Company Group, other than for Cause, death or Disability or (ii) a termination of an Eligible Employee’s employment by the Eligible Employee for Good Reason, in each case, following the Effective Date and during the Change in Control Protection Period.
Sample 1

Examples of Change in Control Severance Event in a sentence

  • If an Eligible Employee in the absence of a Change in Control Severance Event would have been eligible to receive a bonus under any bonus plan or policy of the Company or any Affiliate, the Eligible Employee shall receive a severance bonus pro-rated based on the portion of the year that the Eligible Employee was employed through his or her Severance Date and based on the actual bonus payout to be paid at the regularly scheduled annual bonus payment date.

  • An Eligible Employee described in Section 4.1 shall be entitled to benefits under Employer-sponsored medical, dental and vision benefit plans, as amended from time to time, through the end of the WARN Notice Period on the same terms and under the same conditions as applied to the Eligible Employee immediately prior to the Triggering Event or the Change in Control Severance Event.

  • If an Eligible Employee terminates from employment on account of a Change in Control Severance Event, such Eligible Employee, if he/she was an Employee on the date immediately preceding the Change in Control, shall be eligible to receive Change in Control severance pay determined under the table below based on the Eligible Employee’s Band classification.

  • If an Eligible Employee is entitled to advance notice of a “plant closing” or a “mass layoff” under the WARN Act or similar state law, but experiences a Triggering Event or a Change in Control Severance Event before the end of a WARN Notice Period, the Eligible Employee shall be entitled to receive pay until the end of the WARN Notice Period as if he/she were still employed through such date.

  • In exchange for providing the Administrator with an enforceable Waiver and Release Agreement, in accordance with Article VI, an Eligible Employee who terminates employment on account of a Change in Control Severance Event shall be eligible to receive Change in Control severance pay and severance benefits as described below, subject to the terms of the Policy.

  • Subject to Sections 2.8, 2.9, 2.10, 2.11 and Section 4, each Eligible Executive shall be entitled to severance payments and/or benefits pursuant to applicable provisions of Section 2 of this Plan if the Eligible Executive incurs a Severance Event or a Change in Control Severance Event.

  • For purposes of the above chart, an Eligible Employee’s Target Bonus means the bonus payable to the Eligible Employee, if any, for the calendar year in which the Eligible Employee’s Change in Control Severance Event occurs and which is calculated based on his or her compensation and target percentage in effect on the Eligible Employee’s termination from employment.

  • The Company shall reimburse each Eligible Executive whose termination of employment results from a Change in Control Severance Event for all reasonable legal fees and expenses incurred by such Eligible Executive in seeking to obtain or enforce any right or benefit provided under this Plan, provided such Eligible Executive prevails in substantial part on the material issues presented in such legal or other proceeding.

  • No Eligible Executive who incurs a Severance Event or a Change in Control Severance Event shall be eligible to receive any payments or other benefits under the Plan (other than payments under Section 2.2 hereof) unless he or she first executes a waiver, release of claims, and covenant not to sue in favor of the Company and its Subsidiaries in a form as determined by the Company and does not revoke such release within the time permitted therein for such revocation, if any.

  • Subject to Sections 2.1, 2.8 and 4 hereof, each Eligible Employee who incurs a Change in Control Severance Event during the Change in Control Protection Period shall be entitled to a cash lump sum payment equal to the sum of one and a half times (1.5x) the sum of (A) the Eligible Employee’s Base Salary and (B) the Eligible Employee’s Target Bonus in each case as is in effect immediately prior to any event that gives rise to Good Reason.

Related to Change in Control Severance Event

  • Change in Control Severance Benefits means the benefits payable pursuant to Section 3 of this Agreement.

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.

  • Change in Control Period means the period beginning three (3) months prior to a Change in Control and ending twelve (12) months following a Change in Control.

  • Section 409A Change in Control means a change in the ownership or effective control of the Company, or in the ownership of a substantial portion of the Company’s assets, as provided in Section 409A(a)(2)(A)(v) of the Code and Treasury Regulations Section 1.409A-3(i)(5) (without regard to any alternative definition thereunder).

  • Change in Control Benefits means the following benefits:

  • Change in Control Date means the date on which a Change in Control occurs.

  • Change in Control Termination means an “Involuntary Termination Without Cause” or “Resignation for Good Reason,” either of which occurs on, or within three (3) months prior to, or within twelve (12) months following, the effective date of a Change in Control, provided that any such termination is a “separation from service” within the meaning of Treasury Regulation Section 1.409A-1(h). Death and disability shall not be deemed Change in Control Terminations.

  • A "CHANGE IN CONTROL means an Ownership Change Event or a series of related Ownership Change Events (collectively, the "TRANSACTION") wherein the stockholders of the Company immediately before the Transaction do not retain immediately after the Transaction, in substantially the same proportions as their ownership of shares of the Company's voting stock immediately before the Transaction, direct or indirect beneficial ownership of more than fifty percent (50%) of the total combined voting power of the outstanding voting stock of the Company or the corporation or corporations to which the assets of the Company were transferred (the "TRANSFEREE CORPORATION(S)"), as the case may be. For purposes of the preceding sentence, indirect beneficial ownership shall include, without limitation, an interest resulting from ownership of the voting stock of one or more corporations which, as a result of the Transaction, own the Company or the Transferee Corporation(s), as the case may be, either directly or through one or more subsidiary corporations. The Board shall have the right to determine whether multiple sales or exchanges of the voting stock of the Company or multiple Ownership Change Events are related, and its determination shall be final, binding and conclusive.

  • Change in Control Benefit means the benefit set forth in Section 4.1 below.

  • Change in Control means the occurrence of any of the following events:

  • Change in Control Transaction means the occurrence of any of the following events:

  • Change in Control Event means any of the following:

  • Nonqualifying Termination means a termination of the Executive’s employment (1) by the Company for Cause, (2) by the Executive for any reason other than a Good Reason, (3) as a result of the Executive’s death or (4) by the Company due to the Executive’s absence from his duties with the Company on a full-time basis for at least 180 consecutive days as a result of the Executive’s incapacity due to physical or mental illness.

  • Termination Upon a Change in Control means a termination of Officer’s employment with Corporation within 12 months following a “Change in Control” that constitutes a Termination Other Than For Cause described in Section 2.1(b).

  • Potential Change in Control Period shall commence upon the occurrence of a Potential Change in Control and shall lapse upon the occurrence of a Change in Control or, if earlier (i) with respect to a Potential Change in Control occurring pursuant to Section 18.15(A), immediately upon the abandonment or termination of the applicable agreement, (ii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(B), immediately upon a public announcement by the applicable party that such party has abandoned its intention to take or consider taking actions which if consummated would result in a Change in Control or (iii) with respect to a Potential Change in Control occurring pursuant to Section 18.15(C) or (D), upon the one year anniversary of the occurrence of a Potential Change in Control (or such earlier date as may be determined by the Board).

  • Qualifying Termination means a termination of the Executive’s employment either (i) by a Company Group member without Cause (excluding by reason of Executive’s death or Disability) or (ii) by the Executive for Good Reason, in either case, during the Change in Control Period (a “Qualifying CIC Termination”) or outside of the Change in Control Period (a “Qualifying Non-CIC Termination”).

  • CIC Qualifying Termination means, in each case, on or within twenty-four (24) months following a Change in Control, (i) a termination of the Executive’s employment by the Company without Cause, (ii) a termination of the Executive’s employment by reason of death or Disability, or (iii) a termination of the Executive’s employment by the Executive for Good Reason.

  • CIC Severance Plan means the Company’s Change in Control Severance Plan, as may be amended from time to time, or any successor plan, program or arrangement thereto.

  • Change of Control Event means the occurrence of an event or series of events whereby one or more Persons, acting together, acquire control over the Issuer and where “control” means (a) acquiring or controlling, directly or indirectly, more than fifty (50.00) per cent. of the voting shares of the Issuer, or (b) the right to, directly or indirectly, appoint or remove the whole or a majority of the directors of the board of directors of the Issuer.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Change in condition means a change in physical condition of the employee as well as any change

  • Change in Control of the Company means the occurrence of any of the following events:

  • Potential Change in Control means the occurrence of any of the following events:

  • Change of Control means the occurrence of any of the following events:

  • Change in Control Payment means a lump sum payment in an amount equal to the sum of (i) 300% of Executive's annual base salary as in effect pursuant to Section 2.1 immediately prior to Executive's termination of employment with Company and (ii) three times 45% of the maximum annual incentive bonus amount pursuant to Section 2.2 that Executive could have earned for the year during which Executive's employment with Company terminates.

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.