Benefits upon Termination in Connection with a Change of Control Sample Clauses

The "Benefits upon Termination in Connection with a Change of Control" clause defines the compensation and benefits an employee or executive is entitled to receive if their employment is terminated as a result of a change in the ownership or control of the company. Typically, this clause outlines specific severance payments, accelerated vesting of equity awards, or continuation of health benefits that become payable if the termination occurs within a certain period following the change of control. Its core function is to provide financial security and certainty to employees during corporate transitions, while also discouraging potential acquirers from terminating key personnel without due consideration.
Benefits upon Termination in Connection with a Change of Control. If, on or within twelve (12) months after a Change of Control, the Executive’s employment terminates as a result of an Involuntary Termination and the Executive signs and does not revoke a Release of Claims in accordance with Section 3(g), then the Executive shall receive the following severance benefits: (i) a lump sum amount equal to one and a half (1.5) times the sum of the Executive’s annual Base Compensation and target fiscal year bonus under the Company’s Management Incentive Plan in effect for the fiscal year in which the Termination Date occurs, less applicable withholding and payable within thirty (30) days after the Termination Date; (ii) a pro-rata portion of the Executive’s target fiscal year bonus, if any, under the Company’s Management Incentive Plan in effect for the fiscal year in which the Termination Date occurs. Such amount (A) shall only be paid if, and to the extent, that the relevant performance targets are achieved by the Company, (B) shall be pro-rated for the period of time during the fiscal year that the Executive was an employee of the Company, and (C) shall be paid at the time bonuses for the completed fiscal year are paid to other executives (but no later than the period of time required to fit within the short-term deferral rule of Section 409A); and (iii) provided (A) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code, and (B) the Executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA, the Company will reimburse the COBRA premiums for continued health (i.e., medical, dental and vision) coverage for the Executive and the Executive’s eligible dependents for eighteen (18) months or, if earlier, until Executive is eligible to be covered under another medical insurance plan by a subsequent employer.
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Benefits upon Termination in Connection with a Change of Control. If, on or within three (3) months prior to a Change of Control or within twelve (12) months after a Change of Control, the Employee’s employment terminates as a result of an Involuntary Termination or a Resignation For Good Reason and the Employee signs, complies with and does not revoke a Release of Claims, then the Employee shall receive the following severance benefits: (i) the Employee will receive during the eighteen (18) month period immediately following the date of the Involuntary Termination or the Resignation For Good Reason (if such termination or resignation occurred after the Change of Control) or on the date of the Change of Control (if such termination or resignation occurred on or before the Change of Control), as applicable (the “Severance Period”), a guarantee of salary continuation equal to the Employee’s monthly portion of Base Compensation on the date of termination, less applicable withholdings and deductions; (ii) (A) the Employee will vest in and have the right to exercise all of the Employee’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such Involuntary Termination or Resignation For Good Reason, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Employee shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusal.
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Benefits upon Termination in Connection with a Change of Control. If, on or within twelve (12) months after a Change of Control, the Employee’s employment terminates as a result of an Involuntary Termination or a Resignation For Good Reason and the Employee signs, complies with and does not revoke a Release of Claims, then the Employee shall receive the following severance benefits: (i) the Employee will receive during the eighteen (18) month period immediately following the date of the Involuntary Termination or the Resignation For Good Reason, as applicable (the “Severance Period”), a guarantee of salary continuation equal to the Employee’s monthly portion of Base Compensation on the date of termination, less applicable withholdings and deductions; (ii) (A) the Employee will vest in and have the right to exercise all of the Employee’s outstanding options, restricted stock units and stock appreciation rights that were otherwise unvested as of the date of such Involuntary Termination or Resignation For Good Reason, (B) all of the Company’s rights to repurchase vested and unvested restricted stock or restricted stock units from the Employee shall lapse as to that number of shares in which such repurchase rights have yet to lapse and (C) any right of the Company to repurchase any common stock of the Company shall terminate including under any right of first refusal. Further, after a Change of Control, if the Employee’s options, restricted stock units or stock appreciation rights have been assumed or replaced and remain outstanding, one hundred percent (100%) of unvested options or restricted stock shall vest upon the twelve month anniversary of such Change of Control if not fully vested prior to such date.
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Benefits upon Termination in Connection with a Change of Control. In the event Executive’s employment with NetIQ is terminated either by NetIQ without Cause, or as a result of Executive’s resignation for Good Reason, during the period beginning 90 days prior to the effective date of a Change of Control and ending on the first anniversary of the effective date of a Change of Control, and subject to Executive’s execution, before he receives any of the benefits provided for in this Section 5, of a separation agreement providing for the benefits referenced in this Section 5 and containing a release of claims against NetIQ in substantially the terms set forth in Exhibit A (attached hereto) and such release becoming effective in accordance with its terms, then Executive will be entitled to the following benefits:
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Benefits upon Termination in Connection with a Change of Control. If, on or within twelve (12) months after a Change of Control, the Executive’s employment terminates as a result of an Involuntary Termination and the Executive signs and does not revoke a Release of Claims, then the Executive shall receive the following severance benefits: (i) a lump sum amount equal to the sum of the Executive’s annual Base Compensation and target fiscal year bonus under the Company’s Management Incentive Plan in effect for the fiscal year in which the Termination Date occurs, less applicable withholding and payable within thirty (30) days after the Termination Date; (ii) a pro-rata portion of the Executive’s target fiscal year bonus, if any, under the Company’s Management Incentive Plan in effect for the fiscal year in which the Termination Date occurs. Such amount (A) shall only be paid if, and to the extent, that the relevant performance targets are achieved by the Company, (B) shall be pro-rated for the period of time during the fiscal year that the Executive was an employee of the Company, and (C) shall be paid at the time bonuses for the completed fiscal year are paid to other executives (but no later than the period of time required to fit within the short-term deferral rule of Section 409A); and (iii) provided (A) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code, and (B) the Executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA, the Company will reimburse the COBRA premiums for continued health (i.e., medical, dental and vision) coverage for the Executive and the Executive’s eligible dependents for twelve (12) months or, if earlier, until Executive is eligible to be covered under another medical insurance plan by a subsequent employer.
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Benefits upon Termination in Connection with a Change of Control. If, within 3 months prior to a Change of Control or 24 months after a Change of Control (the “Change of Control Period”), the Employee’s employment terminates as a result of an Involuntary Termination or a Resignation for Good Reason, then, subject to subsection 2(c), the Employee shall receive the following benefits: (i) on the Termination Date, payment of any base salary that has accrued but was not paid as of the Termination Date (the “Accrued Base Salary”); (ii) on the Termination Date, payment of the value of any unused paid time off (PTO) days that have accrued but remain unpaid as of the Termination Date calculated in accordance with the Company’s PTO policies then in effect (“Accrued PTO”); (iii) on the Termination Date, reimbursement for expenses incurred by Employee prior to the Termination Date that are subject to reimbursement in accordance with the Company’s policies then in effect (“Accrued Reimburseable Expenses”); (iv) on the Termination Date, payment of any cash incentive bonus with respect to the fiscal year prior to year in which the Termination Date occurred that has been earned and accrued as of the Termination Date, but has not been paid (the “Accrued Incentive Bonus”); (v) a lump sum payment to be paid no more than 30 days following the Termination Date equal to the sum of the following (the “Severance Payments”): a) an amount equal to the Employee’s highest monthly base salary at any time within the 12-month period immediately preceding the Termination Date multiplied by 24; and b) an amount equal to 200% of the Employee’s target incentive bonus for the year in which the Termination Date occurs (as previously determined by the Board or a committee of the Board); (vi) the Company shall permit Employee to elect to continue health benefits under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), in accordance therewith, for a period of 18 months from the Termination Date or until Employee commences new employment providing substantially similar benefits, whichever is earlier (the “Change of Control Severance Benefit Period”) and the Company shall reimburse Employee for the amount of the monthly premium charged Employee by the applicable insurance carriers for such continuation coverage under COBRA. In the event that either the Change in Control Severance Benefit Period exceeds the maximum continuation coverage period permissible under COBRA, would subject the Company to excise tax, or such coverage is not...
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Benefits upon Termination in Connection with a Change of Control. Section 3(b)(iii) of the Agreement will be amended and restated as follows: “provided (A) the Executive constitutes a qualified beneficiary, as defined in Section 4980B(g)(1) of the Code, and (B) the Executive elects continuation coverage pursuant to COBRA within the time period prescribed pursuant to COBRA, the Company will reimburse the COBRA premiums for continued health (i.e., medical, dental and vision) coverage for the Executive and the Executive’s eligible dependents for eighteen (18) months or, if earlier, until Executive is eligible to be covered under another medical insurance plan by a subsequent employer.”
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Related to Benefits upon Termination in Connection with a Change of Control

  • Termination in Connection with a Change of Control If during the two (2) year period that begins on the date that is one (1) year prior to a Change of Control and ends on that date which is one (1) year following a Change of Control, Conn’s (or its successor) terminates Executive’s employment other than for Cause or as a result of Executive’s death or Disability, or Executive voluntarily terminates his employment for Good Reason, Conn’s will pay the following amounts and provide the following benefits: (i) A lump-sum cash payment in an amount equal to three (3) times the Executive’s Base Salary, payable not later than ten (10) days following (A) Executive’s termination (if Executive’s employment terminates on or after the date of the Change of Control), or (B) the date of the Change of Control (if Executive’s employment terminates during the one-year period prior to the date of the Change of Control). Notwithstanding the provisions of Section 3(c)(i)(B), the amount payable to Executive under this Section 3(c)(i) shall be reduced by the payments, if any, received by Executive pursuant to Section 3(b)(i). (ii) During the eighteen (18) month period following such termination (the “Change of Control Severance Period”), Executive shall receive continued coverage under the Conn’s medical, dental, life, disability, and other employee welfare benefit plans in which senior executives of Conn’s are eligible to participate, to the extent Executive is eligible under the terms of such plans immediately prior to Executive’s termination. For purposes of clarity, during the term of this Agreement Conn’s shall provide Executive coverage under a major medical plan. Conn’s obligation to provide the foregoing benefits shall terminate upon Executive’s becoming eligible for comparable employee welfare benefits under a plan or arrangement provided by a new employer. Executive agrees to promptly notify Conn’s of any such employment and the material terms of any employee welfare benefits offered to Executive in connection with such employment. (iii) All awards held by Executive under the Conn’s Amended and Restated 2003 Incentive Stock Option Plan and/or the Conn’s 2011 Omnibus Incentive Plan shall immediately vest and, if applicable, continue to be exercisable during the Change of Control Severance Period as if Executive had remained an employee of Conn’s. The terms of this Section 3(c) are continuing in nature and shall survive until the one (1) year anniversary of the earlier of Executive’s termination of employment or termination of this Agreement.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “Change in Control” means any of the following events:

  • 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 in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below: (A) the Company shall pay to Executive his or her fully earned but unpaid base salary, when due, through the date of termination at the rate then in effect, plus all other amounts to which Executive is entitled under any compensation plan or practice of the Company at the time of termination; (B) on the first scheduled payment date pursuant to the usual payroll practices of the Company (or successor entity, as applicable) immediately after the 60th day following the date of termination or Change of Control, in the event the date of termination precedes a Change of Control, with respect to those payments the amount of which is not administratively practicable by the foregoing date because it is not yet known whether a Change of Control will occur within sixty (60) days following the date of termination, as applicable, Executive shall be entitled to receive a lump sum severance payment equal to the sum of: (1) twelve (12) months of Executive’s monthly base salary as in effect immediately prior to the date of termination, plus (2) an amount equal to Executive’s Bonus; (C) The vesting and/or exercisability of all of Executive’s outstanding unvested Stock Awards shall be automatically accelerated on the date of termination; (D) for the period beginning on the date of termination and ending on the date which is twelve (12) full months following the date of termination (or, if earlier, the date on which Executive accepts employment with another employer that provides comparable benefits in terms of cost and scope of coverage), the Company shall pay for and provide Executive and his or her dependents with healthcare and life insurance benefits which are substantially the same as the benefits provided to Executive immediately prior to the date of termination, including, if necessary, paying the costs associated with continuation coverage pursuant to COBRA; (E) Executive shall be entitled to executive-level outplacement services at the Company’s expense, not to exceed $15,000. Such services shall be provided by a firm selected by Executive from a list compiled by the Company; and (F) The payments and benefits provided for in this Section 4(d)(ii) shall only be payable in the event Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason prior to a Change of Control and such Change of Control is not consummated within sixty (60) days following such termination, then Executive shall receive the payments and benefits described in Section 4(d)(i) and shall not be eligible to receive any of the payments and benefits described in this Section 4(d)(ii).

  • Termination Upon a Change of Control (a) In the event a Change of Control (as defined below) occurs, and within 24 months after such Change of Control: (i) your employment with the Company is terminated by you pursuant to a Termination for Good Reason (as defined below); or (ii) your employment with the Company is terminated by the Company for any reason other than death, disability or for Cause pursuant to Sections 9(a), (b) or (c); or (iii) this Agreement is not renewed due to a Termination Notice given by the Company, as provided in Section 1(a), (the events under clauses (i), (ii) and (iii) herein collectively called a "Change of Control Termination"), you shall be entitled to receive the payments and benefits set forth in Section 10(e) and (f) below, which payments and benefits shall be in substitution for, and not in addition to, the payments and benefits otherwise payable under Section 2(a) or 2(b) of this Agreement in the event of termination. Your right to receive such payments and benefits, other than the Accrued Obligations, shall be in consideration of your agreements under this Agreement, including but not limited to your agreement not to compete with the Company for two years after a Change of Control pursuant to Section 6, and shall be conditioned upon your execution of a Release. Such Release shall be substantially in the form of Exhibit A but may be modified by the Company as it deems appropriate to reflect changes in law or circumstances arising after the date of this Agreement; provided that no such modification shall increase any of your obligations to the Company over those contemplated by this Agreement, including Exhibit A hereto. (b) For purposes of the Agreement, a "Change of Control" shall be deemed to have occurred if: (i) any person (as defined in Section 3(a)(9) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") and as used in Sections 13(d) and 14(d) thereof)), excluding the Company, any subsidiary and any employee benefit plan sponsored or maintained by the Company or any subsidiary (including any trustee of any such plan acting in his capacity as trustee), but including a "group" as defined in Section 13(d)(3) of the Exchange Act, becomes the beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of shares of the Company having at least 30% of the total number of votes that may be cast for the election of directors of the Company; (ii) the shareholders of the Company shall approve any merger or other business combination of the Company, sale of all or substantially all of the Company's assets or combination of the foregoing transactions (a "Transaction"), other than a Transaction involving only the Company and one or more of its subsidiaries, or a Transaction immediately following which the shareholders of the Company immediately prior to the Transaction continue to have a majority of the voting power in the resulting entity (excluding for this purpose any shareholder of the Company owning directly or indirectly more than 10% of the shares of the other company involved in the Transaction) and no person is the beneficial owner of at least 30% of the shares of the resulting entity as contemplated by Section 10(b)(i) above; or (iii) within any 24-month period beginning on or after the date hereof, the persons who were directors of the Company immediately before the beginning of such period (the "Incumbent Directors") shall cease (for any reason other than death) to constitute at least a majority of the Board of Directors of the Company or the board of directors of any successor to the Company, provided that any director who was not a director as of the date hereof shall be deemed to be an Incumbent Director if such director was elected to the Board by, or on the recommendation of or with the approval of, at least two-thirds of the directors who then qualified as Incumbent Directors either actually or by prior operation of this Section 10(b)(iii), unless such election, recommendation or approval was the result of an actual or threatened election contest of the type contemplated by Regulation 14a-11 under the Exchange Act or any successor provision. Notwithstanding the foregoing, no Change of Control of the Company shall be deemed to have occurred for purposes of this Agreement by reason of any actions or events in which you participate in a capacity other than in your capacity as an executive or director of the Company.