Compensation Upon Termination After a Change in Control Clause Samples

The "Compensation Upon Termination After a Change in Control" clause defines the financial and benefit entitlements an employee or executive receives if their employment is terminated following a change in the ownership or control of the company. Typically, this clause outlines specific severance payments, continuation of benefits, or accelerated vesting of equity awards that become due if the individual is let go without cause or resigns for good reason within a set period after the change in control. Its core function is to provide financial security and certainty to employees during periods of corporate transition, thereby protecting them from sudden job loss and potential loss of benefits due to organizational restructuring.
Compensation Upon Termination After a Change in Control. Subject to Section 9 hereof, if within two years of a Change in Control, the Executive's employment by an Employer shall be terminated in accordance with Section 3(a) (the "Termination"), the Executive shall be entitled to the following payments and benefits:
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Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee’s employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits, subject to Section 4.6: (a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) the Employee’s unpaid base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the “Accrued Obligations”); (b) for 12 months after the Date of Termination, the Company shall continue to pay to the Employee, pro rata and in accordance with its normal payroll practices, compensation at an annual rate equal to the sum of (i) his or her highest annual base salary during the three-year period prior to the Date of Termination plus (ii) the Employee’s target bonus for the year during which the termination occurs; and (c) for 12 months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination; provided, however, that such benefits shall not extend beyond the period of time during which the Employee would be entitled (or would, but for the terms of such benefits, be entitled) to continuation coverage under a group health plan of the Company under Section 4980B (COBRA) if the Employee elected such coverage and paid the applicable premiums; provided further, however, that if the Employee becomes reemployed with another employer and is eligible to receive a particular type of benefits (e.g., health insurance benefits) from such employer on terms at least as favorable to the Employee and his or her family as those being provided by the Company, then the Company shall no longer be required to provide those particular benefits to the Employee and his or her family.
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Compensation Upon Termination After a Change in Control. The provisions of this Section 5 set forth certain terms of an agreement reached between the Employee and the Company regarding the Employee’s rights and obligations upon the occurrence of a Change in Control (as defined below) of the Company. These provisions are intended to assure and encourage in advance the Employee’s continued attention and dedication to his assigned duties and his objectivity during the pendency and after the occurrence of any such event. These provisions shall apply in lieu of, and expressly supersede, the provisions of Section 4(b) regarding the Severance Amount and other benefits upon a termination of employment, if such termination of employment occurs within 18 months after the occurrence of the first event constituting a Change in Control. These provisions shall terminate and be of no further force or effect beginning 18 months after the occurrence of a Change in Control.
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Compensation Upon Termination After a Change in Control. If a Change in Control Date occurs during the Term and the Employee's employment with the Company is terminated by the Company (other than for Cause, Disability or death) or by the Employee for Good Reason within 12 months following the Change in Control Date, then the Employee shall be entitled to the following benefits: (a) the Company shall pay to the Employee in a lump sum in cash within 30 days after the Date of Termination the sum of (i) the Employee's base salary through the Date of Termination, (ii) any accrued bonus which the Employee is entitled to receive as of the Date of Termination, (iii) the amount of any compensation previously deferred by the Employee (together with any accrued interest or earnings thereon) and any accrued vacation pay, in each case to the extent not previously paid (the sum of the amounts described in clauses (i), (ii), and (iii) shall be hereinafter referred to as the "Accrued Obligations"); (b) for six months after the Date of Termination, the Company shall continue to pay to the Employee his highest annual base salary during the three-year period prior to the Date of Termination; and (c) for six months after the Date of Termination, the Company shall continue to provide to the Employee medical and dental benefits on substantially the same terms as were provided to the Employee on the Date of Termination.
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Compensation Upon Termination After a Change in Control. (a) If your termination is a Qualifying Termination, then as consideration for and subject to your obligation to abide by the provisions contained in Section C, paragraph 4 (a) and (b) of this Agreement following a Qualifying Termination, the Company or the Subsidiary by which you were employed, as applicable, shall pay to you as severance pay (and without regard to the provisions of any benefit or incentive plan), in a lump sum cash payment within five (5) business days following the first day of the seventh calendar month following the month in which your Date of Termination occurs, an amount equal to three (3) times the sum of (i) your highest annual base compensation plus (ii) the highest target annual incentive compensation (expressed as a percentage of base compensation for all applicable incentive compensation plans) in respect of the three (3) fiscal years preceding the fiscal year in which your Date of Termination occurs. (b) Welfare benefits. If your termination is a Qualifying Termination, the Company shall, in addition to the payments required by the preceding paragraph: (i) provide for a continuation of your and your eligible dependents' participation at regular employee rates, in effect from time to time, in all of the Company is medical, dental and group life plans or programs in which you were participating immediately prior to your Date of Termination and any entitlement to COBRA continuation coverage under the medical and dental plans shall run concurrently with said period; provided, however, that said continuation of coverage in the medical and dental plans during all or part of such period shall be charged at the full cost for such coverage (meaning the active employee contribution and the Company’s contribution) if the charging of active employee rates for such coverage during all or part of such period would result in a violation of the Section 409A Provisions. In the event that your continued participation in any such plan or program is for whatever reason impossible, the Company shall at that time, or at the earliest time permitted that will not trigger a tax or penalty under the Section 409A Provisions, arrange upon comparable terms to provide you with benefits substantially equivalent on an after-tax basis to those which you and your eligible dependents are, or become, entitled to receive under such plans and programs.; (ii) provide for payment in cash of any performance unit/share awards in existence on your Date of Termination,...
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Compensation Upon Termination After a Change in Control. (a) If within three (3) years after a Change in Control, the Executive's employment by the Company shall be terminated by the Company for any reason other than (i) the Executive's Disability, (ii) the Executive's Retirement, or (iii) for Cause, or if within three (3) years after a Change in Control, the Executive terminates his employment for Good Reason, the Company shall (subject only to any applicable payroll and other taxes required to be withheld) pay or cause to be paid to the Executive, a lump sum cash amount equal to 2.99 times the sum of (i) Executive's base salary (including the annual amount of any automobile allowance) immediately prior to the Change in Control and (ii) the highest bonus paid to the Executive under the Company's executive incentive compensation plans during the three years preceding the Change in Control. In addition, Executive shall be entitled to (i) continued medical, dental and life insurance coverage for Executive and executive's eligible dependents on the same basis as in effect prior to Executive's termination of employment until the earlier of (A) the third anniversary of Executive's termination or (B) the commencement of comparable coverage with a subsequent employer; provided, however, that such continued -------- ------- coverage shall not count against any continued coverage required by law; (ii) payment, in a cash lump sum, of all amounts deferred by Executive under any non- qualified plan of deferred compensation maintained by the Company (notwithstanding the payment provisions of any such plans to the contrary) and any accrued but unused vacation time and (iii) three years of age and service credit for all purposes under all retirement plans of the Company; provided, however, that to the extent any increase in benefits which would -------- ------- result from such additional age and service credits could not be paid under the terms of any plan, the amount of such increase shall be calculated under the terms of each such plan and paid directly by the Company in the same form and at the same time that the benefits under each such plan are otherwise paid.
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Compensation Upon Termination After a Change in Control. (a) If within three (3) years after a Change in Control, the Executive's employment by the Company shall be terminated by the Company for any reason other than (i) the Executive's Disability, (ii) the Executive's Retirement, or (iii) for Cause, or if within three (3) years after a Change in Control, the Executive terminates his employment for Good Reason, the Company shall (subject only to any applicable payroll and other taxes required to be withheld) pay or cause to be paid to the Executive, a lump sum cash amount equal [two (2)][one and one-half (1.5)] times the sum of (i) Executive's base salary (including the annual
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Compensation Upon Termination After a Change in Control. (i) The Company shall pay to Executive, as severance pay (and without regard to the provisions of any other employee benefit or incentive plan), in a lump sum cash payment, not later than on the tenth (10th) business day following Executive's Date of Termination, an amount equal to the sum of (A) the product of two times the sum of (I) the higher of Executive's Base Salary on the Date of Termination or Executive's Base Salary as in effect immediately prior to the Change in Control of the Company, plus (II) the higher of Executive's annual target bonus on the Date of Termination or Executive's annual target bonus as in effect immediately prior to the Change in Control of the Company under any annual incentive compensation plan maintained by the Company at such times, and (B) a pro rata amount of the target bonus under any annual incentive compensation plan of the Company for the fiscal year in which Executive's Date of Termination occurs. (ii) In addition to the payments required by the preceding Section 4(b)(i), the Company shall: (A) provide for continuation of Executive's and Executive's eligible dependents' existing participation at the regular employee rates, as in effect from time to time, in all of the Company's medical, dental, vision and group life plans or other welfare benefit programs in which Executive was participating immediately prior to Executive's Date of Termination until the earlier of (A) 24 months from Executive's Date of Termination (after which time Executive and Executive's eligible dependents will be eligible for coverage under COBRA) or (B) the date that Executive and Executive's eligible dependents commence coverage under benefits plans of a new employer. In the event that Executive's continued participation in any such plan or program is prohibited by applicable laws, the Company shall arrange, upon comparable terms, to provide Executive with benefits substantially equivalent, on an after-tax basis, to those which Executive and Executive's eligible dependents are, or become, entitled to receive under such plans and programs, until the earlier of the occurrence of (A) or (B) above; (B) provide for full payment in cash of any unpaid performance unit/share awards in existence on Executive's Date of Termination (such awards shall vest in accordance with the applicable employee plans); (C) provide for payment in cash of any incentive compensation earned by Executive for any prior years for which Executive has not yet received payment...
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Compensation Upon Termination After a Change in Control. (i) If, after a Change in Control, your employment shall be terminated for Cause, the Company shall pay you your full base salary through the Date of Termination at the rate in effect at the time Notice of Termination is given and the Company shall have no further obligations to you under this Agreement. (ii) If, after a Change in Control, the Company shall terminate your employment, other than pursuant to Paragraph 3(i) or (ii) hereof or by reason of death, or you shall terminate your employment for Good Reason: (a) The Company shall pay you as severance pay (and without regard to the provisions of any benefit plan) six (6) months of salary continuation at the base rate in effect at the time of termination (together with the payments provided in paragraphs (b), (c) and (d) below, the "Severance Payments"); (b) For a six (6) month period after such termination, the Company shall arrange to provide you with life, dental, accident and group health insurance benefits substantially similar to those that you were receiving immediately prior to such termination to the extent that the Company's plans then permit the Company to provide you with such benefits. Notwithstanding the foregoing, the Company shall not provide any such benefits to you to the extent that an equivalent benefit is received by you from another employer during such period, and you shall report any such benefit actually received by you to the Company; (c) The exercisability of all outstanding stock options and restricted stock awards with respect to Common Stock of the Company then held by you shall accelerate in full; and (d) You shall be entitled to full executive outplacement assistance with an agency selected by the Company.
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Related to Compensation Upon Termination After a Change in Control

  • 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 After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • 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).

  • Compensation Upon Termination (i) If Executive's employment is terminated by the Company pursuant to subsection 5(f), or if Executive shall terminate his employment pursuant to subsection 5(d)(i), 5(d)(ii) or 5(d)(iii), then the Company shall pay to Executive, within 30 days of such termination (or, if there is a dispute regarding such termination, within 30 days of the date such dispute is resolved) the following amounts, and in lieu of any further salary and bonus or other incentive compensation payments to Executive for periods subsequent to the date of termination, an amount (the "Severance Payment") equal to the aggregate salary payments (based on the Base Salary in effect on the termination date) that would have been paid to Executive from the date of termination to the end of the Term then in effect, plus the bonus that would have been payable to Executive for the bonus year in which such termination occurs (which shall not be discounted to take into account present value), and the Executive shall be entitled to continue to participate in all Company Benefit Plans on the same basis as the Company's executive employees through the end of the fiscal year in which such termination occurs; provided, that if (A) (i) the period from the date of Executive's termination for reasons described in this Section 6(a)(i) to the end of the Term then in effect (the "Severance Period") is less than two years or (ii) the Company gives notice under Section 2 that the term will not be beyond the last year of the term then in effect (the last day of such term is referred to as the "Nonrenewal Date") and (B) Executive is not engaged in regular employment (whether as an employee or as a self-employed person) at the end of the Severance Period or at the Nonrenewal Date, then at the end of the Severance Period, or on the Nonrenewal Date as the case may be the Company shall begin making additional monthly severance payments ("Supplemental Severance Payments") to Executive (based on Executive's Base Salary at the time of termination, payable in arrears, pro rated for the months in which such payments begin and end and otherwise calculated and paid in accordance with the Company's payroll practices for its executive employees) until the earlier of (1) if clause (A)(i) of this proviso applies, the second anniversary of the date of such Executive's termination, or if clause (A)(ii) of this proviso applies, the first anniversary of the Nonrenewal Date and (2) the date that the Executive finds regular employment, whether as an employee or as a self-employed person, provided that the Company may at any time, in the discretion of the Company's chief executive officer, elect not to pay, or elect to discontinue payment of any, Supplemental Severance Payments, if at the time of such election, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is the Chief Executive Officer of the Company. If ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ is not then Chief Executive Officer, such election shall be made by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ so long as Vestar Equity Partners, L.P., together with its general partner and their respective affiliates, own, or have the power to vote or direct the voting of, shares of the capital stock of the Company sufficient to elect a majority of the Company's Board of Directors. The provision in clause (A)(ii) of the foregoing proviso relating to continuing payments after the Nonrenewal Date on account of the Company's failure to extend the Term shall not be applicable if Executive's employment is terminated prior to the Nonrenewal Date. (ii) If Executive's employment terminates for any reason other than pursuant to subparagraph 5(f), 5(d)(i), 5(d)(ii) or 5(d)(iii), Executive shall receive compensation and benefits through the end of the calendar month in which termination occurs (or, if earlier, the end of the Term then in effect) and shall thereafter receive no other compensation or, except as required by law, any benefits of any kind whatsoever; it being understood that no bonus shall be payable for the year in which such termination occurs. (iii) Any sums due pursuant to the provisions of this subsection 6(a) shall be reduced by any sums payable to Executive pursuant to any severance or termination pay program maintained by the Company. (b) Executive shall not be required to mitigate the amount of any payment provided for in this Section 6 by seeking other employment or otherwise.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date: (a) An acquisition (other than directly from the Company) of any voting securities of the Company (the “Voting Securities”) other than in a “Non-Control Acquisition” (as defined below) by any “Person” (as the term “person” is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended, (the “1934 Act”)) which results in such Person first attaining “Beneficial Ownership” (within the meaning of Rule 13d-3 promulgated under the ▇▇▇▇ ▇▇▇) of fifty-one percent (51%) or more of the combined voting power of the Company’s then outstanding Voting Securities. For purposes of the foregoing, a “Non-Control Acquisition” shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (x) the Company or (y) any corporation or other Person of which a majority of its voting power or its equity securities or equity interest is owned directly or indirectly by the Company (a “Subsidiary”), or (ii) the Company or any Subsidiary.