Change in Control and Termination of Employment Clause Samples

The Change in Control and Termination of Employment clause defines the rights and obligations of the parties if the company undergoes a significant change in ownership or control, and the employee's employment is subsequently terminated. Typically, this clause outlines what constitutes a change in control, such as a merger or acquisition, and specifies the severance benefits, accelerated vesting of equity, or other compensation the employee may receive if their employment ends as a result. Its core function is to protect employees from losing out on agreed benefits due to organizational changes, while also providing clarity and predictability for both parties in the event of such transitions.
Change in Control and Termination of Employment. (a) If a Change in Control of the Company shall have occurred, and there occurs a Qualifying Termination of Employment of Executive within 3 months prior to or 24 months following the occurrence of such Change in Control of the Company, Executive shall be entitled to receive the payments provided in Section 4 hereof. (b) If there shall be a Qualifying Termination of the Employment of Executive at any time (other than as provided in Section 3(a)), Executive shall be entitled to receive the payments and benefits provided in Section 5 hereof. (c) The phrase “Qualifying Termination of the Employment” of Executive for purposes of this Agreement shall mean: (i) Termination by the Company (or its subsidiaries) of the employment of Executive except due to death, Disability or for Cause as defined below; or (ii) Subject to Section 3(d), termination by the Executive of his or her employment by the Company (or its subsidiaries) within one (1) year following the initial existence of one or more of the following conditions arising without the written consent of Executive: (A) A material diminution (i.e. a reduction of 5% or more) in Executive’s base salary as in effect on the date hereof or as the same may be increased from time to time; (B) A material diminution in Executive’s authority, duties or responsibilities; (C) A material diminution in the authority, duties or responsibilities of the supervisor to whom Executive is required to report, including a requirement that Executive report to a corporate officer or employee instead of reporting directly to the Board of Directors of the Company; (D) A material change in the geographic location (i.e. greater than 50 miles from Executive’s present office location) at which Executive is required to perform services; and (E) Any other action or inaction that constitutes a material breach by the Company of any agreement, if any, under which Executive provides services to the Company. (d) Upon the initial existence of one or more of any of the conditions set forth in Section 3(c)(ii), Executive shall provide written notice to the Company of the existence of such condition or conditions within ninety (90) days of the initial existence of such condition or conditions. Following receipt of the written notice from Executive, the Company shall have a period of thirty (30) days in which to remedy such condition or conditions. If Executive does not provide the written notice or if the Company remedies the condition or conditions with...
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Change in Control and Termination of Employment. If the Change ----------------------------------------------- in Control Date occurs during the Term and the Executive's employment with the Company terminates within 12 months following the Change in Control Date, the Executive shall be entitled to the following benefits:
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Change in Control and Termination of Employment. 4.1 TERMINATION BY P▇▇▇▇▇ ▇▇▇▇▇▇ may, at any time prior to the Expiration Date, terminate his employment hereunder for any reason by delivering a Notice of Termination to the Board. Any such Notice of Termination shall specify a Termination Date not less than 30 or more than 60 days after the date such notice is given; provided, however, that if the Notice of Termination purports to terminate P▇▇▇▇▇’▇ employment for Good Reason, it shall set forth in reasonable detail the reason for such Termination and the facts and circumstances claimed to provide a basis for such Termination, and shall specify a Termination Date (subject to any applicable periods during which Group may cure the circumstances of the alleged Good Reason event) not less than 5 or more than 30 days after the date such notice is given.
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Change in Control and Termination of Employment 
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Related to Change in Control and Termination of Employment

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested and exercisable) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested and exercisable, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).

  • Other Termination of Employment In the event of your voluntary termination (other than a Retirement subject to Section 2(c) or a Qualifying Termination subject to Section 2(f)), or termination by the Company or a subsidiary of the Company for misconduct or other conduct deemed by the Company to be detrimental to the interests of the Company or a subsidiary of the Company, you shall forfeit all unvested RSUs on the date of termination.

  • Term and Termination of Employment (a) This Agreement shall be effective as of the Effective Date. (b) Employee's Employment shall terminate immediately upon the discharge of Employee for "Cause." For the purpose of this Agreement, the term "Cause," when used with respect to termination by NOVA of Employee's Employment hereunder, shall mean termination as a result of: (i) Employee's competition with the Business of NOVA either directly or indirectly, (ii) Employee's willful, intentional, or grossly negligent failure to perform his duties under this Agreement diligently and in accordance wit the directions of NOVA; (iii) Employee's willful, intentional, or grossly negligent failure to comply with the decisions or policies of NOVA; (iv) Employee's failure to discharge Employee's duty of loyalty to NOVA; or (v) final conviction of Employee of a felony; provided, however, that in the event NOVA desires to terminate Employee's Employment pursuant to subsections (i), (ii), (iii), or (iv) of this Section 6 (b), NOVA shall first give Employee written notice of such intent, detailed and specific description of the reasons and basis therefor, and thirty (30) days to remedy or cure such perceived breaches or deficiencies by Employee (the "Cure Period"). If Employee does not cure the perceived breaches or deficiencies within the Cure Period, NOVA may discharge Employee immediately upon written notice to Employee. If NOVA desires to terminate Employee's Employment pursuant to subsection (v) of this Section 6(b), NOVA shall first give Employee three (3) days prior written notice of such intent.

  • TYPES OF EMPLOYMENT AND TERMINATION OF EMPLOYMENT 15 General 16 Employees on Daily Hire 17 Casual Employees 18 Employer and Employee Duties 19 Apprentices 20 Sham Contracting 21 Termination of Employment 22 Redundancy 23 Payment of Wages and Time Records 24 Superannuation 25 Insurance 26 Insurance – Minimum Cover / Minimum Benefits 27 Insurance – Employer Liability 28 Accident Makeup Pay 29 Compensation of Tools of Trade and Clothes 30 Application of Site Agreements / Inductions and off the job training / Local Labour – Visa Requirements 31 Hours of Work 32 Presenting for Work but Not Required 33 Overtime 34 Call Back

  • Severance Compensation upon Termination of Employment If the Company shall terminate the Executive’s employment other than pursuant to Section 5(a), (b) or (c) or if the Executive shall terminate his employment for Good Reason, then the Company shall pay to the Executive as severance pay in a lump sum, in cash, on the fifth day following the Date of Termination, an amount equal to three (3) times the average of the aggregate annual compensation paid to the Executive during the three (3) fiscal years of the Company immediately preceding the Change of Control by the Company subject to United States income taxes (or, such fewer number of fiscal years if the Executive has not been employed by the Company during each of the preceding three (3) fiscal years).