Change of Control Termination means (i) a Termination Without Cause of the Employee’s employment by the Employer (other than for death or disability) within twelve (12) months after a Change of Control or (ii) the Employee’s resignation for Good Reason within twelve (12) months after a Change of Control.
Change of Control Termination means any of the following events occurring upon or within twelve (12) months after a Change of Control:
Change of Control Termination means the termination of Executive’s employment during a Standstill Period (1) by the Company other than for Cause, or (2) by Executive for good reason, or (3) by reason of death or Disability. For purposes of this definition, termination for “good reason” shall mean the voluntary termination by Executive of his employment within one hundred and twenty (120) days after the occurrence without Executive’s express written consent of any one of the events described below, provided, that Executive gives notice to the Company within sixty (60) days of the first occurrence of any such event or condition, requesting that the pertinent event or condition described therein be remedied, and the situation remains unremedied upon expiration of the thirty (30)-day period commencing upon receipt by the Company of such notice:
(I) the assignment to him of any duties inconsistent with his positions, duties, responsibilities, and status with the Company immediately prior to the Change of Control, or any removal of Executive from or any failure to reelect him to such positions, except in connection with the termination of Executive’s employment by the Company for Cause or by Executive other than for good reason, or any other action by the Company which results in a diminishment in such position, authority, duties or responsibilities; or
(II) if Executive’s rate of Base Salary for any fiscal year is less than 100% of the rate of Base Salary paid to Executive in the completed fiscal year immediately preceding the Change of Control or if Executive’s total cash compensation opportunities, including salary and incentives, for any fiscal year are less than 100% of the total cash compensation opportunities made available to Executive in the completed fiscal year immediately preceding the Change of Control; or
(III) the failure of the Company to continue in effect any benefits or perquisites, or any pension, life insurance, medical insurance or disability plan in which Executive was participating immediately prior to the Change of Control unless the Company provides Executive with a plan or plans that provide substantially similar benefits, or the taking of any action by the Company that would adversely affect Executive’s participation in or materially reduce Executive’s benefits under any of such plans or deprive Executive of any material fringe benefit enjoyed by Executive immediately prior to the Change of Control; or
(IV) any purported termination of Executive’s employment by th...
Examples of Change of Control Termination in a sentence
If such firm or attorney determines that no Excise Tax is payable by the Executive with respect to the Change of Control Termination Total Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such payments and, absent manifest error, such determination shall be binding, final and conclusive upon the Company and the Executive.
Amounts which are vested benefits or which Executive is otherwise entitled to receive under any plan, policy, practice or program of or any contract or agreement with the Employer at or subsequent to a Date of Termination or Change of Control Termination Date shall be payable in accordance with such plan, policy, practice or program or such contract or agreement except as explicitly modified by this Agreement.
Executive shall be entitled to the payments and benefits described in this Section C.1 in the event of a Change of Control Termination.
This Article shall not apply to a Change of Control Termination which is governed solely by the provisions of Article VII, and does not alter the respective continuing obligations of the parties pursuant to Articles V, VI, and IX.
If the Change of Control Termination occurs more than two years after a Change in Control Event or in connection with a Change of Control that is not a Change in Control Event, the amount described under (1) above shall be paid, except as otherwise required by Section 11 of the Agreement, in the same manner as Base Salary continuation would have been paid in the case of a termination by the Company other than for Cause under Section 5(a).
More Definitions of Change of Control Termination
Change of Control Termination means (i) a Termination Without Cause or (ii) a Termination for Good Reason, in either case within four (4) months prior to, on, or within one (1) year after, a Change of Control.
Change of Control Termination means (i) a Termination Without Cause of the Executive's employment by the Company, (a) within three (3) months prior to a Change of Control and in anticipation of such Change of Control; (b) on the date of the Change of Control; or (c) within two (2) years after a Change of Control or (ii) the Executive's resignation for Good Reason on or within two (2) years after a Change of Control.
Change of Control Termination means, with respect to the Executive, any of the following events occurring within two (2) years after a Change of Control:
6.1.2.1 Termination of the Executive's employment by the Company for any reason other than for Cause, as Cause is defined in Section 4.2 of this Agreement.
Change of Control Termination means a termination of Recipient's employment with the Company within the 12-month period beginning on the date upon which a Change of Control occurs, which termination of employment is by the Company without Cause or by Recipient within 60 days of an event that constitutes Good Reason.
Change of Control Termination means the occurrence of both a change of control and the constructive termination of the executive within 24 months of the change; and
Change of Control Termination means, with respect to Executive, any of the following events:
(1) On or within two years after a Change of Control, Termination of Executive’s Employment by Ceridian for any reason other than (A) fraud, (B) theft or embezzlement of Ceridian assets, (C) conviction of a crime involving moral turpitude, or (D) failure to follow Ceridian’s conduct and ethics policies;
(2) On or within two years after a Change of Control, Termination of Executive’s Employment by Executive for Good Reason; or
(3) A Termination of Executive’s Employment by Ceridian other than for the reasons described in clauses (A) through (D) of Section 7.01(d)(1) during the pendency of a Potential Change of Control and Executive reasonably demonstrates that such termination was at the request or direction of a person or entity who has entered into an agreement, the consummation of which would result in a Change of Control, or is otherwise in connection with or in anticipation of a Change of Control (whether or not a Change of Control ever occurs). For purposes of this Agreement, in the event of a termination described in the preceding sentence, a Change of Control will be deemed to have occurred immediately prior to the Termination of Executive’s Employment for purposes of this Agreement.
A Change of Control Termination by Executive shall not, however, include termination by reason of death or Disability. A Termination of Executive’s Employment by Ceridian shall not constitute a termination described in clauses (A) through (D) of Section 7.01(d)(1) unless (i) there has been delivered to Executive by the Board, at least 10 days prior to such termination, a written notice which specifically identifies conduct described in clauses (A), (B), (C) or (D) of Section 7.01(d)(1) in which the Board believes Executive has engaged and (ii) the Board has duly adopted a resolution, by the affirmative vote of not less than two-thirds (2/3) of the entire membership of the Board at a meeting of the Board which was called and held for the purpose of considering such termination (after reasonable notice to the Executive and an opportunity for the Executive, together with the Executive’s counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive was guilty of conduct described in clauses (A), (B), (C) or (D) of Section 7.01(d)(1), and specifying the particulars thereof in detail.
Change of Control Termination means, with respect to Executive, either of the following events occurring within two years after a Change of Control:
(1) Termination of Executive's employment by Ceridian for any reason other than (A) fraud, (B) misrepresentation, (C) theft or embezzlement of Ceridian assets, (D) intentional violations of law involving moral turpitude, or (E) failure to follow Ceridian's conduct and ethics policies; or
(2) Termination of employment with Ceridian by Executive pursuant to Section 7.02 of this Article VII. A Change of Control Termination by Executive shall not, however, include termination by reason of death or Disability.