Change in Control Protection Sample Clauses
The Change in Control Protection clause is designed to safeguard certain parties, typically employees or executives, in the event that the ownership or controlling interest of a company shifts to new hands. This clause often outlines specific rights or benefits, such as severance pay, accelerated vesting of equity, or continued employment guarantees, that are triggered if a merger, acquisition, or similar transaction occurs. Its core function is to provide security and reduce uncertainty for key individuals who may be adversely affected by significant organizational changes, ensuring they are protected from sudden or unfavorable alterations to their employment terms.
Change in Control Protection. The protection is set forth in the separate agreement dated as of the date hereof.
Change in Control Protection. Notwithstanding anything to the ---------------------------- contrary in the Initial Grant or Option Agreement, upon (i) a Change in Control of the Company, and (ii) a Qualifying Termination of the --- Executive, the Executive shall be entitled to the following benefits:
Change in Control Protection. For purposes of this Agreement, a "Change in Control" of the Company shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended, or any similar item, schedule or form, whether or not the Company is then subject to such reporting requirement.
Change in Control Protection. As soon as practicable following the Effective Date, the Executive will execute an agreement accepting eligibility for the Company’s “Tier 1” change-in-control severance protection (the “CIC Agreement”), which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended.
Change in Control Protection. Nothing contained herein will be construed to preclude the Company from providing the Executive different or additional severance benefits as a result of a change in control of the Company, whether pursuant to an agreement that is in addition to, or as a supplement to, this Agreement.
Change in Control Protection. For purposes of this Agreement, a “Change in Control” of the Company shall mean a change in the ownership or effective control of the Company or in the ownership of a substantial portion of the assets of the Company as determined under Section 1.409A-3((i)(5) of the Income Tax Regulations, as amended from time to time (or any successor provision).”
Change in Control Protection. Protection in the Event of a Company Change. The Executive shall be entitled to participate in the NPS Pharmaceuticals, Inc. Change in Control Severance Pay Plan (the "CC Plan") in accordance with the terms of such CC Plan, as the same may be amended from time to time. Benefits under the CC Plan shall be paid in lieu of termination benefits under any other provision of this Agreement, and in such case, Executive shall have no right to benefits under Section VIII.
Change in Control Protection. You will be eligible to participate in the System Executive Continuity Plan of Entergy Corporation and Subsidiaries ("SECP"). Subject to the terms and conditions of the SECP, if a Change in Control should occur and you terminate your employment for Good Reason (as defined in the SECP), your position would entitle you to a total cash benefit amount equal to three (3) times the sum of your annual base salary and Target EAIP in effect at the time of your separation. Additional benefits include gross-up of any excise tax, plus subsidized medical and dental coverage for three years following your date of separation from service.
Change in Control Protection. Through the Employment Period, the Executive will be entitled to “Tier 1” Change in Control severance protection pursuant to the Company’s standard form of change-in-control agreement (“CIC Agreement”) in effect at such time, which agreement does not provide for gross-up protection for excise tax incurred by the Executive under Section 4999 of the Internal Revenue Code of 1986, as amended. The parties agree and acknowledge that such CIC Agreement will supersede the Change in Control Agreement entered into by the parties in November 2007, and any other prior or contemporaneous agreement providing severance protection in the event of a change of control of the Company or its parent.
5. Section 4(d), “Termination Without Cause”, is hereby amended by deleted subpart (iii) thereof in its entirety and replacing it with the following:
Change in Control Protection. In the event that Employee's position with Employer, its successors or assigns is terminated as a result of a Change In Control of Employer (a "Termination"), then the following shall apply: