During a Change in Control Period Sample Clauses

During a Change in Control Period. If Executive resigns for Good Reason or Executive’s employment is terminated (other than for Cause or a Disability), in each case during a Change in Control Period, Forge shall (in lieu of any severance pay under any severance pay plans, programs or policies, and subject to applicable withholdings and § 6.12): (1) pay Executive a lump sum cash payment in an amount equal to 18 months of Executive’s base salary as in effect on the date Executive’s employment terminates; (2) pay Executive a lump sum cash payment equal to one and one-half times the greater of (i) the average of the last two annual bonuses paid to Executive by Forge or any of its affiliates prior to the date Executive’s employment terminates, (ii) the last annual bonus paid to Executive by Forge or its affiliates prior to the effective date of a Change in Control, (iii) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates, and (iv) if Executive has been continuously employed with Forge for less than two years as of the date Executive’s employment terminates, the average of (x) the last annual bonus received by Executive from Forge or any of its affiliates prior to the date Executive’s employment terminates and (y) Executive’s target annual bonus for the year in which Executive’s employment terminates (it being understood and agreed that if Executive has not yet received a bonus as described in (x), Executive’s target bonus alone will be deemed the “average” hereunder); (3) with respect to options to purchase Forge common stock or other equity or equity-based grants made to Executive (A) for time-vested options or equity-based grants (including performance-based grants for which actual performance achievement has already been certified as of the date of employment termination), accelerate Executive’s right to exercise 100% of such options and vest in 100% of such equity grants so that Executive has the right to exercise 100% of such options and receive 100% of such equity grants, (B) for performance-based grants for which performance has not been certified as of the date of employment termination, determine and certify performance based on actual performance achieved after completion of the performance period in accordance with the terms of such grants, and vest all tranches of such performance grants on the date of such performance certification, and (C) treat Executive as if Executive had remained employed by Forge ...
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During a Change in Control Period. If the Executive is subject to a Qualifying Termination during a Change in Control Period, the Executive shall be entitled to the following:
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During a Change in Control Period. If, during a Change in Control Period, the Optionee’s employment is terminated by the Company other than for Cause, or by the Optionee for Good Reason, then immediately upon such termination the Option shall be vested and exercisable with respect to the greater of (i) that portion of the Option that has vested as of the Termination Date, or (ii) 50% of the total Option Shares. The then vested and exercisable portion of the Option shall be exercisable for a period of 90 days following the Termination Date, and that portion of the Option that remains unvested shall terminate in full as of the Termination Date. Upon expiration of such 90-day period, any unexercised portion of the Option shall terminate in full.]
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During a Change in Control Period. If, during a Change in Control Period (defined below), the Optionee’s service to MedQuest is terminated by MedQuest other than for Cause, then immediately upon such termination, the Option shall become exercisable with respect to all Option Shares and shall continue to be exercisable until the earlier of (x) the date that is sixty days after the date of termination or (y) the Expiration Date, whereupon the Option shall automatically expire to the extent not then exercised. As used herein, the term “Change in Control Period” means the twelve month period commencing on the occurrence of a Change in Control and the term “Change in Control” means, with respect to the Company, the occurrence of any one or more of the following events:
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During a Change in Control Period. If, during a Change in Control Period, the Optionee's employment is terminated by the Company other than for Cause, or by the Optionee for Good Reason, then immediately upon such termination any unvested portion of the Option shall vest and become exercisable in its entirety. The then vested and exercisable Option shall be exercisable for a period of 90 days following the Termination Date. Upon expiration of such 90-day period, any unexercised portion of the Option shall terminate in full.
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During a Change in Control Period 
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Related to During a Change in Control Period

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following a Change in Control.

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

  • 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

  • Change of Control Period “Change of Control Period” means the period beginning on the date three (3) months prior to, and ending on the date that is twelve (12) months following, a Change of 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.