Severance Benefits in Connection with a Change in Control Sample Clauses
The "Severance Benefits in Connection with a Change in Control" clause defines the compensation and benefits an employee is entitled to receive if their employment is terminated due to a change in the ownership or control of the company. Typically, this clause outlines specific triggers, such as mergers or acquisitions, and details the types of severance—such as salary continuation, bonus payouts, or accelerated vesting of equity awards—that will be provided. Its core function is to protect employees from sudden job loss or unfavorable changes in employment terms resulting from corporate restructuring, thereby offering financial security and stability during periods of organizational transition.
Severance Benefits in Connection with a Change in Control. If a Qualifying CIC Termination of the Executive occurs, and provided that the Executive executes and does not revoke the release of claims attached hereto as Exhibit A (the “Release”) and such Release becomes effective (without having been revoked) by the 60th day following the Executive’s Separation from Service, the Executive will be entitled to receive from the Company the following payments and benefits:
(a) a lump-sum payment equal to one and one-half (1.5) times the sum of (i) the Executive’s Base Salary immediately prior to the Qualifying CIC Termination and (ii) the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(b) a pro-rata bonus for the year of termination determined based on the Executive’s target bonus amount under the Bonus Plan for the year of termination, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(c) a lump-sum payment equal to the amount of premiums that the Executive and his or her eligible dependents would be required to pay for continued coverage under the Company’s group health plans pursuant to COBRA for 18 months, payable on the first payroll date after the Release becomes effective or such later date as may be required to comply with Section 409A of the Code;
(d) any equity award subject to time-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall become 100% vested as of the later of the date of the Qualifying CIC Termination and the Change in Control (but immediately prior to the consummation thereof), and any such equity award that is a stock option shall remain exercisable until the earlier of (i) twenty-four (24) months following the date of such Qualifying CIC Termination, or (ii) the original expiration date of such award (subject to the treatment of such equity award in connection with such Change in Control); and
(e) any equity award subject to performance-based vesting granted to the Executive that is outstanding immediately prior to, but has not vested as of, the date of the Change in Control shall remain subject to the provisions of the applicable award agreement and the Equity Incentive Plan.
Severance Benefits in Connection with a Change in Control. In the event that Executive’s employment is terminated by the Company pursuant to Section 6.5 above (without Cause) or by Executive pursuant to Section 6.4 hereof (Good Reason) within ninety (90) days prior to, or twelve (12) months after, a Change of Control (defined in Section 7.2(b)(iii) below), the Severance Benefits shall consist of the payments and benefits provided by this Section 7.2(b).
Severance Benefits in Connection with a Change in Control. If a Change in Control of the Company occurs during the term of this Agreement, and either (i) there is a Covered Termination of the Executive's employment within eighteen (18) months following the Change in Control or (ii) such Change in Control is consummated (A) with a party with whom the Company has entered into a non-disclosure agreement while the Executive was employed by the Company and (B) within one (1) year following the termination of the Executive's employment by the Company without Cause, then the Company shall provide the Executive with the following payments and benefits:
Severance Benefits in Connection with a Change in Control. If a Change in Control of Peerless occurs during the term of this Agreement and there is a Covered Termination of the Executive’s employment within eighteen (18) months following the Change in Control, then Peerless and the Company shall provide the Executive with the following payments and benefits:
Severance Benefits in Connection with a Change in Control. You will also be entitled to the benefits set forth in the Company’s Change in Control Severance Policy adopted by the Company’s Board of Directors on October 6, 2017, as amended from time to time (the “Policy”), subject to the terms and conditions set forth therein. For the avoidance of doubt, the severance payments and benefits payable pursuant to Section 6 above and this Section 7 are not cumulative. You hereby acknowledge that the severance benefits payable pursuant to this Section 7 are intended to be the sole and exclusive severance benefits payable to you in connection with a Change in Control (as defined in the Policy) and you hereby waive any and all rights you may have with respect to any severance benefits in connection with a Change in Control other than such benefits provided pursuant to the Policy.
Severance Benefits in Connection with a Change in Control. In the event you are subject to an Involuntary Termination in connection with or within 12 months after a Change in Control, provided you satisfy the conditions described in Section 6(c) above, you will be entitled to the benefits described in Sections 6(a) and 6(b) above (provided that the time periods applicable to each of the severance and COBRA benefits will be increased from six months to 18 months) plus the Bonus Payment. The Bonus Payment will be made in a lump sum within 60 days after your Separation; however, if the 60-day period described in the preceding sentence spans two calendar years, then the Bonus Payment will in any event be made in the second calendar ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ March 15, 2020
Severance Benefits in Connection with a Change in Control. If upon or within one (1) year following a Change in Control (as defined herein), your employment is terminated by the Company without Cause (as defined herein), or you resign for Good Reason (as defined herein), and provided such separation constitutes a separation from service (as defined by Treasury Regulation 1.409A-1(h)), then in lieu of the Severance Benefits Not In Connection With a Change in Control, as described above, subject to the conditions set forth below, you will be eligible for the following severance benefits:
(B) The Company will accelerate the vesting of [100%] [50%] [0%] of your unvested equity awards; and
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Severance Benefits in Connection with a Change in Control. In the event you are subject to an Involuntary Termination in connection with or within 12 months after a Change in Control, provided you satisfy the conditions described in Section 5(c) above, you will be entitled to the benefits described in Sections 5(a) and 5(b) above (provided that the time periods applicable to each of the severance and COBRA benefits will be increased from 12 months to 18 months) plus the Bonus Payment. The Bonus Payment will be made in a lump sum within 60 days after your Separation; however, if the 60-day period described in the preceding sentence spans two calendar years, then the Bonus Payment will in any event be made in the second calendar year. For the sake of clarity, if you become entitled to the benefits in the preceding sentence you will not also be entitled to additional the benefits provided for in Sections 5(a) and (b) above. In addition, in the event that you are subject to an Involuntary Termination in connection with or within 12 months after a Change in Control, you will vest in 100% of your remaining unvested equity awards to the extent such equity awards vest solely upon your completion of specified periods of continuous service with the Company (that is, time-based equity awards). For the avoidance of doubt, if any of your equity awards provides for more favorable treatment than described in this paragraph, such more favorable treatment will apply.
Severance Benefits in Connection with a Change in Control. (a) In the event the Executive experiences a Termination Event that occurs during the Protection Period, then the Company shall:
(i) pay the Executive, on the sixtieth (60th) day following the Date of Termination (or on the sixtieth (60th) day following the occurrence of the Change of Control, in the case of a termination occurring during the six (6) month period ending on the Change of Control) (or the first business day thereafter if the sixtieth day is not a business day), the Accrued Payments;
(ii) contingent upon the Executive satisfying the Severance Conditions, pay the Executive, on the sixtieth (60th) day following the Date of Termination (or on the sixtieth (60th) day following the occurrence of the Change of Control, in the case of a termination occurring during the six (6) month period ending on the Change of Control) (or the first business day thereafter if the sixtieth day is not a business day), a lump sum payment equal to two (2) times the sum of (i) an amount equivalent to Base Salary, plus (ii) an amount equivalent to the Executive’s Target Bonus for the calendar year in which the Termination Event occurs;
(iii) contingent upon the Executive satisfying the Severance Conditions, on the sixtieth (60th) day following the Date of Termination (or the first business day thereafter if the sixtieth day is not a business day), and notwithstanding anything to the contrary in the LTIP or in an individual LTIP award agreement, accelerate the vesting of all outstanding equity-based compensation awards that the Executive holds at the time of the Termination Event under the LTIP. All outstanding equity-based compensation awards that were designed to vest upon the satisfaction of performance criteria shall be vested using actual levels of performance at the end of the applicable performance period;
(iv) contingent upon the Executive satisfying the Severance Conditions, pay to the Executive a Pro-Rata Bonus for the calendar year of termination, no later than the date that is sixty (60) days following the end of the calendar year to which the bonus relates;
(v) contingent upon the Executive satisfying the Severance Conditions, provide the Executive (and his or her spouse and eligible dependents) with continued medical, dental and vision coverage until the earlier of (A) the end of the twenty-four (24) month period beginning on the Date of Termination, or (B) until the Executive is, or becomes, eligible for comparable coverage under the group health plans of...
Severance Benefits in Connection with a Change in Control. In the event of a Change in Control which occurs during the term of this Agreement, the Bank shall, subject to Section 4 of this Agreement, (1) pay to the Employee in a lump sum in cash within 25 business days after the Date of Termination an amount equal to [299% for ▇▇▇▇ ▇▇▇▇ and 200% for ▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇] of Employee's "base amount" as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"); and (2) provide to the Employee during the remaining term of this Agreement following the Date of Termination, such health insurance benefits as the Bank maintained for the Employee at the Date of Termination on terms as favorable to the Employee as applied at the Date of Termination.