Involuntary Termination During the Change in Control Period Clause Samples

The "Involuntary Termination During the 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 covered, the relevant time frame (such as a window before and after the change in control event), and the severance benefits or compensation the employee is entitled to receive. Its core function is to provide job security and financial protection to employees who may be at risk of losing their positions due to mergers, acquisitions, or other significant corporate changes, thereby addressing concerns about instability during organizational transitions.
Involuntary Termination During the Change in Control Period. Upon the termination of your employment by the Company or its successor without Cause (excluding by reason of death or Disability) or by you for Good Reason (each, an “Involuntary Termination”), in either case, within the period beginning 1 month preceding, and ending 12 months following, a Change in Control (the “Change in Control Period”), and conditional upon your executing a general release and waiver of claims against the Company (or its successor) in the form provided by the Company or its successor (the “Release”) that becomes effective and irrevocable within 60 days following your termination date, then you will be eligible to receive, subject to any delay as may be required under Section 11 of this letter: (1) Payment of an amount equal to 9 months of your base salary as in effect on your termination date (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), (2) Reimbursement by the Company of the costs of your premium costs to continue health coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act (“COBRA”) for 9 months for you and your eligible dependents (provided you are eligible for and timely elect COBRA continuation coverage), or in the event that reimbursing such costs would result in an excise tax to the Company, payment of an amount equal $22,500 (payable in lump sum, subject to applicable tax withholdings and deductions, on the 60th day following your termination date), and (3) 100% of the shares subject to your outstanding Company equity awards will vest and, to the extent applicable, become exercisable, effective as of the 60th day following your termination date (for equity awards other than stock options and stock appreciation rights) or upon the effective date of the Release (for stock options and stock appreciation rights).
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Involuntary Termination During the Change in Control Period. If you are subject to an Involuntary Termination during Change in Control Period and provided that you remain in compliance with the terms of this Agreement (including the conditions described in Section 7.3 of this Agreement), the Company shall provide you with the Severance Benefits provided in Section 7.1(a) of this Agreement; provided that you shall be entitled to receive (i) two (2) times the Severance, (ii) the COBRA Payment Period shall be twenty-four (24) months and (iii) all of your Outstanding Equity Awards shall vest in full, including but not limited to any unvested portion of any granted and then-outstanding IPO RSUs and Annual RSUs (provided that any performance-vesting award shall be deemed to vest at the target performance level), which shall be referred to as the “Change in Control Severance Benefits”.
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Related to Involuntary Termination During the 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.

  • Involuntary Termination for Cause If the Employee's employment is terminated for Cause, then the Employee shall not be entitled to receive severance payments. The Employee's benefits will be terminated under the Company's then existing benefit plans and policies in accordance with such plans and policies in effect on 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.

  • 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.