During a Change of Control Period Clause Samples

The "During a Change of Control Period" clause defines specific rights, obligations, or procedures that apply when a company undergoes a significant change in ownership or control, such as a merger or acquisition. Typically, this clause outlines how employment terms, contractual obligations, or benefits may be affected during the period surrounding the change of control event. For example, it may provide for accelerated vesting of stock options or enhanced severance protections for employees. Its core function is to protect the interests of parties who may be impacted by the uncertainty and potential disruptions associated with a change in control, ensuring stability and clarity during transitional periods.
During a Change of Control Period. If, during a Change of Control Period, Employee’s employment with the Company terminates due to an involuntary termination by the Company other than for Cause, death, or Disability, or due to Employee’s voluntary termination for Good Reason, then, subject to Employee delivering a Release to the Company in a form prescribed by the Company in substantially the form attached hereto and marked as Exhibit A that becomes effective and irrevocable no later than the Release Deadline, and subject to Section 8(d), (i) Employee will receive a lump sum cash payment equal to twelve (12) months of Base Salary, less applicable withholding, in accordance with the Company’s standard payroll practices, with such lump sum payment to be paid no later than ten (10) business days following the date the Release becomes effective and irrevocable, (ii) the vesting and, if applicable, exercisability of each outstanding option, restricted stock unit, restricted stock award and other equity award held by Employee on the date of such termination shall fully accelerate as of the date of such termination, (iii) if Employee timely elects continuation coverage pursuant to COBRA for Employee and Employee’s dependents, within the time period prescribed pursuant to COBRA, the Company will reimburse Employee for the COBRA premiums for such coverage for Employee and his or her covered dependents for the lesser of (A) twelve (12) months from the date of Employee’s termination of employment, or (B) the date upon which Employee and his or her covered dependents are covered by similar plans of Employee’s new employer and (iv) if Employee has elected coverage for Employee or Employee and Employee’s covered dependents under the Company’s high deductible health plan as of immediately prior to Employee’s termination of employment, Employee shall be paid an amount equal to the full amount of healthcare savings account contributions the Company intended to make in the year in which Employee terminated employment, without regard to any amount the Company has already made to Employee’s healthcare savings account for such year, such payment to be made in a cash lump sum, less applicable withholding, no later than ten (10) business days after the Release Deadline. COBRA reimbursements will be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy.
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Related to During a Change of Control Period

  • 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.

  • 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.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • 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

  • 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.