Before a Change in Control Clause Samples

Before a Change in Control. If ICE terminates Executive’s employment other than for Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such an Effective Date, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and subject to § 6.10): (1) pay Executive a lump sum cash payment equal to the amount of Executive’s base salary, as in effect on the date Executive’s employment terminates, that Executive would have received as if Executive had remained employed for the remainder of the Term in accordance with § 3.1, (2) pay Executive a lump sum cash payment equal to three (3) times the greater of (i) the average of the last three annual bonuses received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates and (ii) the last annual bonus received by Executive from ICE or any of its affiliates prior to the date Executive’s employment terminates, (3) with respect to options to purchase ICE common stock or other equity or equity based grants made to Executive (A) for time-vested options or equity based grants (including performance based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100%of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by ICE until the end of the Term so that the time period over which Executive has the right to exercise such options shall be the same as if there had been no termination of Executive’s employment until the end of the Term, and (4) (A) continue to make available coverage under the plans, programs and policies described in § 3.4 which provide health care, life insurance and accidental death and dismembermen...
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Before a Change in Control. If the Company terminates Executive’s employment other than for Death, Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(1)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such Effective Date, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings): (1) pay to Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals the sum of (A) and (B), with (A) equal to the Executive’s annual base salary as in effect on the date the Executive’s employment terminates and (B) equal to the amount of the Executive’s most recently paid annual bonus, and (y) equals two (2); (2) with respect to options to purchase Company stock which are granted to Executive before or after the date the Company signs this Employment Agreement, accelerate Executive’s right to exercise 100% of such still-outstanding options so that Executive has the right to exercise 100% of such still-outstanding options on the date Executive’s employment terminates, subject to the terms of the plan under which the options were granted; (3) pay to the Executive a lump sum amount equal to the product of (x) multiplied by (y), where (x) equals two times the Company’s monthly contribution on behalf of Executive under the plans, programs and policies described in § 3.4 which provide healthcare, life insurance and accidental death and dismemberment coverage to Executive immediately before Executive’s employment terminates, and (y) equals eighteen (18); and (4) make one or, if necessary, more than one Gross Up Payment (as described in and paid in accordance with §4.2(g)) to Executive, if applicable.
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Before a Change in Control. If a Participant is Dismissed before a Change in Control occurs, the Participant’s Severance Benefit will equal— (A) the Participant’s Applicable Percentage, times (B) the Participant’s Covered Compensation.
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Before a Change in Control. The Company shall create a separate Account for each Participant, cause records to be maintained by the Company, or retain a separate recordkeeper as the Company’s agent, reflecting the amount, if any, credited to that Participant in accordance with the terms of the Deferred Compensation Plan for Non-Management Directors of ▇▇▇▇▇▇▇▇▇ Technology Corporation (the “Deferred Compensation Plan”). When a contribution is made, the Company shall notify the Trustee of the amount of such contribution allocable to each Participant’s Account and/or specific plans. The Trustee shall not be required to maintain any separate account records, but shall rely solely upon the information maintained by the Company and the notice to the Trustee as herein provided. The remainder, (or all thereof if no allocation is indicated) of such contribution shall not be specifically allocated to any Plan or any Participant, but shall be available to discharge the Company’s obligations to make benefit payments under any of the Plans in accordance with the applicable provisions of Article V. The Company shall, however, provide to the Trustee, with respect to each Plan, at such intervals as the Company shall determine, but in no event less frequently than annually, a schedule listing each Participant, each Plan under which that Participant has accrued a benefit and the amount of such benefit. The Trustee shall have no responsibility with respect to the determination or accuracy of any such allocations and/or the accrued benefits due any participant or plan as herein provided, but shall rely solely upon such information provided to it by the Company.
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Before a Change in Control. If any contest or dispute shall arise between the Company and the Executive regarding any provision of this Agreement prior to a Change in Control, the Company shall reimburse the Executive for all legal fees and expenses reasonably incurred by the Executive in connection with such contest or dispute only if the Executive substantially prevails in his claim. Such reimbursement shall be made as soon as practicable following the resolution of such contest or dispute (whether or not appealed) to the extent the Company receives reasonable written evidence of such fees and expenses.
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Before a Change in Control. Following a Company Termination Without Cause, an Involuntary Termination by Executive, a Termination for Death or a Termination for Disability, to the extent such a termination occurs before a Change in Control (as defined in Section 12 hereof), the Executive (or his personal representative) will receive until the Expiration Date: (i) One hundred percent of the salary set forth in Section which will be at the time provided for in this Agreement as if the Executive's employment under this Agreement had not terminated, minus, in the event of a Termination for Disability, the amount of any disability benefits provided for the Executive under any sickness, retirement or other benefit plans provided by the Company, (ii) Health (as to the Executive and his dependents who are covered as of the termination), life and disability insurance coverage substantially comparable to those furnished to the Executive by the Company immediately prior to the termination of employment hereunder, (iii) the full amount of reimbursement of expenses incurred through the date of termination of employment in accordance with Section 3(d), and (iv) the full amount which would have been due under any bonus or profit-sharing plan, or similar arrangement, under which the Executive was eligible prior to termination for the full fiscal year (or other applicable period) during which the termination occurred, subject to a prorated reduction in the event of a Section 6(e) Termination for the period of time in such fiscal year (or other applicable period) following the termination.
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Before a Change in Control. If the Company terminates Executive’s employment other than for Death, Cause (as defined in § 4.2(c)) or a Disability (as defined in § 4.2(d)) before the Effective Date (as defined in § 4.2(e)(l)) of a Change in Control (as defined in § 4.2(e)(2)) or Executive resigns for Good Reason (as defined in § 4.2(f)) before such Effective Date, the Company’s only obligation to Executive under this Employment Agreement shall (subject to applicable withholdings) be to pay Executive’s base salary and annual bonus, if any, which were due and payable on the date Executive’s employment terminated and to reimburse Executive for expenses Executive had already incurred and which would have otherwise been reimbursed but for such termination of employment.
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Before a Change in Control. As soon as practicable after the end of the applicable Measurement Period, but in all events no later than _________ of the year following the end of the applicable Measurement Period, the Committee shall determine and certify the number of Performance Share Units that have been earned and vested under paragraph 2(a) or 2(b). On the date of the Committee’s certification, the Committee shall direct the transfer agent to issue shares of Common Stock to the Participant (or the estate of the Participant in the case of the Participant’s death on or before such date). The number of shares of Common Stock issued to the Participant will equal the number of Performance Share Units that the Committee has certified have been earned and vested by the Participant under paragraph 2(a) or 2(b); provided, however, that only whole shares of Common Stock will be issued and a cash payment will be made in settlement of any fractional share of Common Stock that otherwise would be issued to the Participant. (b)
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Related to Before a Change in Control

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

  • Prior to a Change in Control Termination by Executive for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control and during the Executive’s Employment Period, the Company terminates Executive’s employment other than for Poor Performance, Cause or Disability, or Executive terminates employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Executive executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company will pay to Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (B) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and (B) will be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Executive becomes employed with a subsequent employer, but in no event to exceed the lesser of (A) 18 months from the Date of Termination or (B) the remaining term of Executive’s Employment Period (the “Normal Severance Period”), the Company will continue to pay Executive an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however, that the Company’s obligation to make or continue such payments will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, if and to the extent Executive timely elects COBRA continuation coverage, the Company will pay for the full premium amount of such COBRA continuation coverage and will impute taxable income to the Executive equal to the full premium amount; provided, however that the Company’s obligation to provide such benefits will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; provided further, that to the extent Executive continues COBRA continuation coverage beyond his Normal Severance Period, Executive will be responsible for paying the full cost of the COBRA continuation coverage in accordance with the procedures of the Company generally applicable to all qualified beneficiaries receiving COBRA continuation coverage; and (iv) not later than 30 days after the Date of Termination, Executive will be paid a bonus for the year in which the Date of Termination occurs in a lump sum cash amount equal to 100% of his Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to his year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Executive’s bonus plan for such year; provided, however that the bonus payment described in this Section 8(b)(iv) will be reduced by the amount (if any) of the Bonus Opportunity that Executive had previously elected to receive in the form of restricted stock of the Company; and (v) all grants of restricted stock, restricted stock units and similar Company stock-based awards (“Restricted Stock”) held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Executive’s options to acquire Common Stock of the Company, stock appreciation rights in Common Stock of the Company and similar Company stock-based awards (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Executive remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(b)(vi) above) will remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the end of the Normal Severance Period; and (viii) to the extent not theretofore paid or provided, the Company will timely pay or provide to Executive his Other Benefits.

  • 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.

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or