On or After a Change in Control Clause Samples

The "On or After a Change in Control" clause defines the rights, obligations, or actions that become effective if there is a significant change in the ownership or control of a company. Typically, this clause outlines what happens to contracts, employment terms, or financial arrangements if the company is acquired, merged, or undergoes a similar transformative event. For example, it may trigger accelerated vesting of stock options or allow for early contract termination. Its core function is to provide certainty and protection for parties in the event of a major organizational change, ensuring that their interests are addressed if control of the company shifts.
On or After a Change in Control. If the Qualifying Termination occurs on or within twelve (12) months following a Change in Control, and the Employee executes the Release in accordance with Section 4.4 below, the Company shall: (a) Pay to Employee on the sixtieth (60th) day following the Date of Termination a lump-sum severance payment equal to one and one-eighth (1.125) times the sum of: (i) the Employee’s Base Salary, plus (ii) the Annual Bonus Amount. (b) In addition, provided Employee timely elects continuation coverage under COBRA, the Company shall pay for eighteen (18) months following the Date of Termination (or such shorter period as Employee is entitled to COBRA continuation coverage under the terms of the Company’s insurance policies or plans), the premiums for the coverage elected by Employee.
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On or After a Change in Control. If the Qualifying Termination occurs on or within twelve (12) months following a Change in Control, and the Employee executes the Release in accordance with Section 3.4 below, the Company shall: (a) Pay to Employee a severance payment equal to two times the sum of: (i) the Employee’s Base Salary, plus (ii) the Annual Bonus Amount, plus Such amount shall be paid in a lump sum on the sixtieth (60th) day after the Date of Termination. (b) In addition, all stock options, restricted stock, restricted stock units, and other equity incentive awards shall become vested as of the date of the Qualifying Termination. (c) In addition, provided Employee timely elects continuation coverage under COBRA, the Company shall pay for 12 months following the Date of Termination (or such shorter period as Employee is entitled to COBRA continuation coverage under the terms of the Company’s insurance policies or plans), the premiums for the coverage elected by Employee.
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On or After a Change in Control. In addition to the Regular Severance Benefits as described in the Executive Letter as modified by section 3 of this letter and the cash in lieu of SERP described in Exhibit D, you will be entitled (subject to signing a release substantially in the form attached to the Executive Letter) to the following bonus compensation if a Change of Control of the Company occurs in 2009 on or prior to your termination of employment with the Company and you remain employed with and fulfill your duties to the Company until the earlier of: (i) the end of the Transition Period (other than if the Transition Period ends by a termination of your employment by the Company for Cause as such term is defined in the Executive Letter) or (ii) December 31, 2009: (1) a single lump sum equal to the amount of bonus for on target performance for 2009 [50% of your annualized Base Salary] (prorated as set forth in subsection (b)(2) only if you resign your employment in 2009 without Good Reason); (2) where the amounts in subsection (b)(1) above shall be a pro rata amount because you resigned your employment in 2009 without Good Reason, such prorated amount shall be calculated as a percentage as follows: i. the numerator shall be the number of days you are employed during 2009; and ii. the denominator shall be the number of days in 2009. The amount described in this Section 4(b) shall be paid at the earlier of: (i) December 31, 2009 or (ii) a termination of your employment by either you or the Company other than if the termination of your employment is by the Company for Cause as such term is defined in the Executive Letter.
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On or After a Change in Control. If the Executive’s employment is terminated on or after a subsequent Change in Control, the Company shall pay the Executive (A) within thirty (30) days following the Date of Termination, the Executive’s Accrued Benefits and (B) one and a half (1.5) times the Executive’s Base Salary, with such sum to be paid in lump sum within 30 days following the Date of Termination, and (C) any payments due under Section 2(c)(i) hereof; provided, however, that the Executive shall be required to repay the payments described in clause (B) (net of any taxes paid by the Executive or the Company on such payments) in the event the Executive receives, within 18 months after the Date of Termination, written notice from the Company that in the reasonable judgment of the Company, the Executive engaged or is engaging in any conduct that violates or otherwise fails to comply with his obligations under Sections 7 and 8 hereof, or in the event the Executive is convicted of, or pleads guilty to, a felony involving moral turpitude within the three year period following the Date of Termination for an act or omission committed during the Employment Period.
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On or After a Change in Control. If a Qualifying Termination occurs on or within twelve (12) months following a Change in Control, and the Employee executes a Release in accordance with Section 3.4 below, the Company shall pay to the Employee one times the Employee Annual Base Salary. In addition, all stock options, restricted stock, restricted stock units, and other equity incentive awards shall become vested as of the Qualifying Termination Date.
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On or After a Change in Control. If the Executive’s employment is terminated on or after a subsequent Change in Control, the Company shall pay the Executive (A) within thirty (30) days following the Date of Termination, the Executive’s Accrued Benefits and (B) one and a half (1.5) times the Executive’s Base Salary, with such sum to be paid in lump sum within 30 days following the Date of Termination; provided, however, that the Executive shall be required to repay the payments described in clause (B) (net of any taxes paid by the Executive or the Company on such payments) in the event the Executive receives, within 18 months after the Date of Termination, written notice from the Company that in the reasonable judgment of the Company, the Executive engaged or is engaging in any conduct that violates or otherwise fails to comply with his obligations under Sections 7 and 8 hereof, or in the event the Executive is convicted of, or pleads guilty to, a felony involving moral turpitude within the three year period following the Date of Termination for an act or omission committed during the Employment Period.
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Related to On or After a Change in Control

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

  • Prior to a Change in Control Termination by Executive for Good Reason; Termination by the Company Other Than for Poor Performance, Cause or Disability. If, prior to a Change in Control and during the Executive’s Employment Period, the Company terminates Executive’s employment other than for Poor Performance, Cause or Disability, or Executive terminates employment for Good Reason within a period of 90 days after the occurrence of the event giving rise to Good Reason, then (and with respect to the payments and benefits described in clauses (ii) through (vii) below, only if Executive executes a Release in substantially the form of Exhibit A hereto (the “Release”)): (i) the Company will pay to Executive in a lump sum in cash within 30 days after the Date of Termination the sum of (A) Executive’s Base Salary through the Date of Termination to the extent not theretofore paid, and (B) any accrued vacation pay to the extent not theretofore paid (the sum of the amounts described in clauses (A) and (B) will be hereinafter referred to as the “Accrued Obligations”); and (ii) for the longer of six months or until Executive becomes employed with a subsequent employer, but in no event to exceed the lesser of (A) 18 months from the Date of Termination or (B) the remaining term of Executive’s Employment Period (the “Normal Severance Period”), the Company will continue to pay Executive an amount equal to his monthly Base Salary, payable in equal monthly or more frequent installments as are customary under the Company’s payroll practices from time to time; provided, however, that the Company’s obligation to make or continue such payments will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; and (iii) during the Normal Severance Period, if and to the extent Executive timely elects COBRA continuation coverage, the Company will pay for the full premium amount of such COBRA continuation coverage and will impute taxable income to the Executive equal to the full premium amount; provided, however that the Company’s obligation to provide such benefits will cease if Executive violates any of the Restrictive Covenants (as defined in Section 13(b) of this Agreement) and fails to remedy such violation to the satisfaction of the Board within 10 days of notice of such violation; provided further, that to the extent Executive continues COBRA continuation coverage beyond his Normal Severance Period, Executive will be responsible for paying the full cost of the COBRA continuation coverage in accordance with the procedures of the Company generally applicable to all qualified beneficiaries receiving COBRA continuation coverage; and (iv) not later than 30 days after the Date of Termination, Executive will be paid a bonus for the year in which the Date of Termination occurs in a lump sum cash amount equal to 100% of his Bonus Opportunity (prorated through the Date of Termination) adjusted up or down by reference to his year-to-date performance at the Date of Termination in relation to the prior established performance objectives under Executive’s bonus plan for such year; provided, however that the bonus payment described in this Section 8(b)(iv) will be reduced by the amount (if any) of the Bonus Opportunity that Executive had previously elected to receive in the form of restricted stock of the Company; and (v) all grants of restricted stock, restricted stock units and similar Company stock-based awards (“Restricted Stock”) held by Executive as of the Date of Termination will become immediately vested as of the Date of Termination; and (vi) all of Executive’s options to acquire Common Stock of the Company, stock appreciation rights in Common Stock of the Company and similar Company stock-based awards (“Options”) that would have become vested (by lapse of time) within the 24-month period following the Date of Termination had Executive remained employed during such period will become immediately vested as of the Date of Termination; and (vii) notwithstanding the provisions of the applicable Option agreement, all of Executive’s vested but unexercised Options as of the Date of Termination (including those with accelerated vesting pursuant to Section 8(b)(vi) above) will remain exercisable through the earlier of (A) the original expiration date of the Option, or (B) the 90th day following the end of the Normal Severance Period; and (viii) to the extent not theretofore paid or provided, the Company will timely pay or provide to Executive his Other Benefits.

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

  • 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.