Months Following a Change in Control Clause Samples

Months Following a Change in Control. If Executive’s employment shall terminate as a result of Executive’s death pursuant to Section 3(a)(i) or Disability pursuant to Section 3(a)(ii), pursuant to Section 3(a)(iii) for Cause, pursuant to Section 3(a)(vi) for Executive’s resignation from the Company without Good Reason, or pursuant to Section 3(a)(v) for Executive’s resignation from the Company with Good Reason (if such resignation for Good Reason occurs prior to a Change in Control or more than eighteen (18) months following a Change in Control), then Executive shall not be entitled to any severance payments or benefits, except for the Accrued Obligations as provided in Section 3(c).

Months Following a Change in Control. In the event the Company or its successor causes to occur an involuntary termination of Executive’s employment without Cause (as defined in Section 3(b)) or in the event Executive voluntary resigns from the Company with Good Reason (as defined in Section 3(e)), the Company shall provide Executive the following severance benefits (the “Severance Benefits”): (i) a lump sum cash payment equal to two times (2x) the sum of (x) the annual base salary in effect as of Executive’s date of termination and (y) the current “target” annual incentive bonus payable to Executive, (ii) and immediate vesting of any equity compensation and/or long-term cash incentive awards held by Executive that are unvested as of the Change in Control date, and (iii) reimbursement of any COBRA payments made by Executive for continuation of health care coverage during the eighteen (18) month period following Executive’s date of termination; provided, however, payment of such Severance Benefits is conditioned on Executive’s execution of the Separation Agreement during the Release Period (as described herein) in the form attached to this Agreement as Exhibit A which includes a general release by Executive of the Company and its successors, affiliates and other related parties to the fullest extent permitted by law, and Executive does not revoke the general release within the seven (7) day revocation period described in the Separation Agreement. On the date the Company causes to occur an involuntary termination without Cause, the Company shall deliver to Executive an executed Separation Agreement signed by the Company. Upon delivery of the Separation Agreement, Executive shall have thirty (30) days (the “Release Period”) to evaluate, and to consult with counsel regarding the contents of the Separation Agreement in the context of Executive’s termination of employment. Executive shall not be eligible to receive the Severance Benefits unless the Separation Agreement is duly signed by Executive and submitted to the Company within the Release Period. Upon the eighth calendar day following the Company’s receipt of the Separation Agreement duly signed by Executive, the Company shall deliver to Executive the Severance Benefits; provided, however, that Executive has not revoked the Separation Agreement within the seven (7) day revocation period. In the event the Release Period begins and ends in different calendar years, the Severance Benefits shall not occur until the later in time of the two calendar...

Months Following a Change in Control. If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within twelve (12) months after a “Change in Control” (as defined in the OIP or the relevant award agreement), then in lieu of the severance benefits described above, Executive shall be entitled to receive: (1) Accrued Amounts; and (2) Enhanced Severance Benefits, subject to the same compliance conditions and Release requirements referenced above:

Months Following a Change in Control. For purposes of this Agreement, a “Change in Control” means:

Months Following a Change in Control. If Executive is terminated without Cause (other than due to Executive’s death or Executive’s Disability) or Executive terminates Executive’s employment for Good Reason, in either case upon or within twelve (12) months following a Change in Control, then in addition to the Accrued Benefits, Executive shall be entitled to the benefits described in paragraphs (i), (ii), (iii), (v) and (vi) below.

Months Following a Change in Control. If the Participant’s employment is terminated by the Employer without Cause other than within 12 months following a Change in Control, then the number of PSUs that are earned and which shall vest shall be determined by the Administrator in its discretion based on actual performance through the end of the fiscal quarter ending immediately prior to the date of such termination. The earned PSUs shall be paid to the Participant following the end of the Performance Period, at the time specified in Section 5.

Months Following a Change in Control. If this Agreement and the Executive’s employment hereunder are terminated pursuant to subsection 5.1(c) (by the Corporation without Cause) or subsection 5.1(f) (by the Executive for Good Reason), in either case within twelve (12) months following a Change in Control, then: