Involuntary Termination During Change in Control Period Clause Samples

The "Involuntary Termination During Change in Control Period" clause defines the rights and protections afforded to an employee who is terminated without cause, or who resigns for good reason, within a specified period surrounding a change in control of the company. Typically, this clause outlines the types of terminations that qualify, such as layoffs or significant changes to job duties or compensation, and details the severance benefits or accelerated vesting the employee is entitled to if such a termination occurs. Its core function is to protect employees from losing their positions or benefits unfairly as a result of mergers, acquisitions, or other major corporate changes, thereby providing job security and financial assurance during times of organizational transition.
Involuntary Termination During Change in Control Period. If Executive's employment with the Companies terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's termination of employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid or payable to Executive for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to the remaining Base Salary (as it was in effect immediately prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement or one-half of Executive’s Base Salary then in effect, whichever is the greater; and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Companies for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Parent that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.
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Involuntary Termination During Change in Control Period. If you are subject to an Involuntary Termination during the Change in Control Period, and provided that you remain in compliance with the terms of this Agreement (including the conditions described in Section 6.6 below), the Company shall provide you with the following benefits (the “CIC Severance Benefits”):
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Involuntary Termination During Change in Control Period. If Executive's employment with the Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: i. all compensation and benefits earned under Section 3 through the date of Executive's employment agreement; ii. a lump sum payment equivalent to the remaining Base Salary (as it was in the employment agreement prior to the Change in Control) due Executive from the date of Involuntary Termination to the end of the term of this Agreement ; and iii. reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Company (if provided) for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment wherein said insurance coverage is available and offered to Executive. It shall be the obligation of Executive to inform the Company that new employment has been obtained. Unless otherwise agreed to by Executive at the time of Involuntary Termination, the amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within ninety (90) days following Executive's termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.
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Involuntary Termination During Change in Control Period. If Executive's employment with the Company terminates as a result of a Change in Control Period Involuntary Termination, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive's termination of employment; (ii) a lump sum payment equivalent to the greater of (a) the bonus paid under the Performance Bonus Plan for the year immediately prior to the year in which the Change in Control occurred and (b) the Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs; (iii) a lump sum payment equivalent to one year Base Salary (as it was in effect immediately prior to the Change in Control); and (iv) reimbursement for the cost of medical, life, disability insurance coverage at a level equivalent to that provided by the Company for a period expiring upon the earlier of: (a) one year; or (b) the time Executive begins alternative employment. It shall be the obligation of Executive to inform the Company that new employment has been obtained. The amount payable to Executive under subsections (i) through (iii), above, shall be paid to Executive in a lump sum within thirty (30) days following Executive's termination of employment. The amounts payable under subsection (iv) shall be paid monthly during the reimbursement period.
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Involuntary Termination During Change in Control Period. If: (A) a Change in Control Period begins; and (B) Executive’s employment with the Company terminates as a result of an Involuntary Termination occurring during the Change in Control Period, then, in addition to any other benefits described in this Agreement, Executive shall receive the following: (i) all compensation and benefits earned under Section 3 through the date of Executive’s termination of employment, including any bonus that has been earned but not yet paid plus a pro-rata share of the Target Bonus (presuming performance at the “meets expectations” level and no greater); (ii) a lump sum payment equivalent to two years Base Salary (as it was in effect immediately prior to the Change in Control); and (iii) a lump sum payment equivalent to two year’s Target Bonus under the Performance Bonus Plan in effect immediately prior to the year in which the Change in Control occurs, with the payment equivalent to the amount that would be paid if all performance targets were met (and not exceeded). The amount payable to Executive under subsections (ii) and (iii), above, shall be paid to Executive in a lump sum within ten (10) business days following the later of Executive’s termination of employment or the last day following Executive’s execution of the Release or on which Executive may revoke such Release under its terms.
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Involuntary Termination During Change in Control Period. If the Company terminates the Executive’s employment hereunder other than for Cause or Disability, or if the Executive terminates his employment hereunder for Good Reason, and such termination occurs during the period (x) beginning three months prior to a Change in Control (as defined in the Company’s 2021 Omnibus Incentive Plan, as may be amended from time to time, or any successor to such plan) and (y) ending 18 months following a Change in Control (the “Change in Control Period”), then subject to Section 14(d), the Executive will be entitled to receive the following payments and benefits (in addition to the Accrued Obligations): (i) an amount equal to the product of (A) two multiplied by (B) the sum of the (x) the Base Salary plus (y) the Target Bonus, payable in a lump sum no later than five business days after the Release Effective Date; (ii) a prorated portion of the Target Bonus for the fiscal year in which the Termination Date occurs, determined on a daily basis, payable in a lump sum not later than five business days after the Release Effective Date; (iii) each then-unvested Equity Award that is subject solely to time-based vesting will fully vest as of the Release Effective Date; and (iv) if the Executive timely elects continued coverage under the Company’s group health plans, payment of COBRA premiums for such coverage substantially the same as the Executive’s coverage for him (and, if applicable, his spouse and dependents) before the Termination Date from the Termination Date until the earlier of (A) the 18-month anniversary of the Termination Date and (B) the first date that the Executive is no longer eligible for COBRA (provided that any such premiums that otherwise would be payable prior to the Release Effective Date instead will be accumulated and paid no later than five business days after the Release Effective Date). Notwithstanding the foregoing, if such termination occurs prior to a Change in Control, then (x) during the portion of the Change in Control Period ending on such Change in Control, the Executive will be entitled to the severance payments and benefits under Section 14(b) and (y) following such Change in Control, the Executive will be entitled to the severance payments and benefits under this Section 14(c), as reduced by the severance payments and benefits received by the Executive prior to such Change in Control under Section 14(b).
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Involuntary Termination During Change in Control Period. If, during the Change in Control Period, an Involuntary Termination occurs, then Executive will receive the following Severance Benefits, subject to Section 6, Sections 8 through 11 and Section 14 and Executive’s compliance with Sections 7.1 and 7.3:
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Involuntary Termination During Change in Control Period. If the Company terminates the Executive’s employment hereunder other than for Cause or Disability, or if the Executive terminates his employment hereunder for Good Reason, and such termination occurs during the period (x) beginning three months prior to a Change in Control (as defined in the Company’s 2021 Omnibus Incentive Plan, as may be amended from time to time, or any successor to such plan) and (y) ending 18 months following a Change in Control (the “Change in Control Period”), then subject to satisfaction of the “Conditions to Receiving Severance Benefits” set forth in Section 14(d), the Executive will be entitled to receive the following payments and benefits in addition to the Accrued Obligations:
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Related to Involuntary Termination During Change in Control Period

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

  • 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 of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this Agreement; (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

  • 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.

  • 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.