Compensation due to Employee Upon Involuntary or Constructive Termination Following a Change in Control Clause Samples

Compensation due to Employee Upon Involuntary or Constructive Termination Following a Change in Control. If, following a Change of Control as defined above, the Employee's employment is terminated involuntarily (for any reason) or by Constructive Termination, the Employer shall (i) pay to Employee in a single lump sum an amount equal to (A) 12 months basic salary (at the rate in effect prior to the Change of Control or the date of termination, whichever is greater), plus (B) the total amount paid to or earned by Employee as incentive compensation or bonus payments during the twelve months preceding the Change of Control or date of termination, whichever is greater, (ii) reimburse Employee for the cost of continuing Employee's (and Employee's dependents') medical, disability, dental, life and similar benefits for 12 months pursuant to the Consolidated Omnibus Budget Reconciliation Act ("COBRA"), if the Employee elects to continue such benefits at the time of his termination; (iii) continue for a period of twelve months to provide the car allowance, professional association dues and continuing legal education benefits enjoyed by Employee immediately prior to the Change of Control, and (iv) accelerate the vesting of all then unvested options held by the Employee at the date of termination such that those shares shall vest immediately; provided that the Employee executes a Severance and General Release Agreement in the form attached hereto as Exhibit B.
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Related to Compensation due to Employee Upon Involuntary or Constructive Termination Following a Change in Control

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • 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

  • 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 without Cause or Resignation for Good Reason in Connection with a Change of Control If during the period commencing three (3) months before and ending twelve (12) months after a Change of Control, (1) Executive terminates his employment with the Company (or any Affiliate) for Good Reason or (2) the Company (or any Affiliate) terminates Executive’s employment for other than Cause, Executive becoming Disabled or Executive’s death, then, subject to Section 4, Executive will receive the following severance from the Company:

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).