Termination After a Change in Control Sample Clauses
The 'Termination After a Change in Control' clause allows one or both parties to end the agreement if there is a significant change in the ownership or control of one party, such as through a merger, acquisition, or sale of a controlling interest. Typically, this clause outlines the specific events that constitute a change in control and the procedures for providing notice and executing termination, sometimes including requirements for advance notice or payment of a termination fee. Its core function is to protect parties from being bound to a contract with a new, potentially undesirable owner or management, thereby managing risk and maintaining control over contractual relationships.
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Termination After a Change in Control. (a) If during the Employment Period (i) the Company terminates Executive’s employment for reasons other than death, Disability or Cause or (ii) Executive timely terminates his employment for Good Reason, and either (i) or (ii) occurs within twenty-four (24) months after a Change in Control, then, from and after the Effective Date of Termination, the Company shall have no further obligation to pay any Base Salary to Executive and, in lieu of any severance amounts payable under Section 6.5 or 6.7, whichever would otherwise apply, Executive shall be entitled to the payments and benefits described in paragraph (b) below, contingent upon executing and returning to the Company (and not revoking) a release of claims in substantially the form attached hereto as Exhibit A within the time permitted by the Company (which permitted time period shall not be less than twenty-one (21) days).
(b) Within the later of (x) fifteen (15) days following the Effective Date of Termination and (y) eight (8) days after Executive provides an executed release of claims as described above, as long as such release of claims is not revoked by Executive during the seven (7) day period following its execution by Executive), the Company shall pay to Executive a lump sum cash payment equal to (i) two (2) times the sum of (A) Executive’s Base Salary in effect as of the Effective Date of Termination and (B) Executive’s Target Annual Bonus for the year in which the termination occurs and (ii) a pro rata cash payment equal to Executive’s Target Annual Bonus for the year of termination based on service from the commencement of the applicable bonus year through the Effective Date of Termination. In addition, vesting and all other rights with respect to stock options and other equity-based compensation awards not covered by Section 6.1 above (other than LTIP Awards) will be treated in accordance with the equity incentive plan under which the relevant grant was made and any applicable grant agreements; provided, however, that Executive shall be considered for such purpose to have been employed at the end of the calendar year in which the termination occurred. Any LTIP Awards not covered by Section 6.1 hereof will be treated in accordance with the LTIP as then in effect; provided that if the Company terminates Executive’s employment for reasons other than death, Disability or Cause or Executive timely terminates his employment for Good Reason, and such termination occurs during the Employment Period...
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.
Termination After a Change in Control. If, on or after a Change in Control, the Participant terminates for Good Reason (as defined below), dies, becomes disabled, formally retires, or is terminated at the instance of the Company or relevant subsidiary without Cause, in each case as described in this Section 4, the unvested Restricted Stock Units will immediately vest in full and, solely if such Change in Control constitutes a “change in control event” within the meaning of Section 409A of the Code and such termination occurs within two (2) years of such “change in control event,” will be immediately paid. Otherwise, such Restricted Stock Units will immediately vest, but will only be paid at such times as they would otherwise be paid in accordance with this Agreement. For this purpose, “Good Reason” means the occurrence of any of the following, without the express written consent of the Participant:
Termination After a Change in Control. If a Change in Control occurs during the Term of this Agreement and within two (2) years after such Change in Control: (i) the Company shall terminate the Executive's employment without Cause, or (ii) the Executive shall terminate employment with the Company for Good Reason, then the Executive shall be entitled to the benefits provided below:
Termination After a Change in Control. After a Change in Control, either party may terminate this Agreement upon thirty (30) days’ prior written notice in the form of a Notice of Termination.
Termination After a Change in Control. If Employer terminates Employee's employment with Employer without Cause, or Employee terminates his or her employment with Employer for Good Reason (as defined below), following the effective date of a Change in Control, then Employer shall pay Employee severance pay in an amount equal to the base salary that would be payable to Employee over the Severance Period, which severance pay shall be paid during the Severance Period in equal installments as set forth in Section 2.3.1.
Termination After a Change in Control. In the event Executive's employment is terminated, without Cause, voluntarily or involuntarily after a Change in Control, the Executive shall be entitled to do the following:
(i) Base Salary earned and payable through the Date of Termination;
(ii) any unpaid Cash Bonus earned and accrued with respect to any year preceding the Date of Termination and payable when bonuses for such year are paid to other Company executives subject to the terms and requirements of such bonus as may be established by the Board or Compensation Committee;
(iii) an amount equal to three times the Base Salary plus 90% of Base Salary (for a total of 5.7 times Base Salary), as in effect on the Date of Termination, to be paid in a lump sum as soon as administratively feasible after Executive's Date of Termination but in no event later than two and one-half months after the Date of Termination;
(iv) outstanding stock options, equity and performance awards shall be vested and exercised in accordance with the terms of the applicable plan and award agreements;
(v) continued participation for twelve (12) months by the Executive and his eligible dependents in the Company's group medical and dental plan in which he and his eligible dependents were participating immediately prior to the Date of Termination, subject to the terms and conditions of the plans as such plans are amended from time to time. The Executive shall be required to continue to pay the employee-paid portion of such coverage. Upon the earlier of the expiration of twelve (12) months or the date the Executive becomes eligible for medical benefits with a subsequent employer, this coverage shall cease, and the Executive and his dependents, if applicable, may elect group continuation coverage under COBRA;
(vi) any amounts earned, accrued or owing to the Executive but not yet paid under Section 8; and
(vii) Except as provided in 9(h) below, any payment and benefit in accordance with the applicable plans and programs of the Company.
Termination After a Change in Control. In the event Executive’s employment with the Company is terminated without Cause, or Executive resigns for Good Reason, within twenty-four (24) months following a Change in Control (a “Change in Control Termination”), then Executive shall be eligible for severance benefits as set forth in Section 3.2 of Exhibit A, attached hereto. Executive may resign Executive’s employment for Good Reason so long as Executive tenders his resignation to the Company within sixty (60) days after the occurrence of the event which forms the basis for Executive’s termination for Good Reason.
Termination After a Change in Control. If Employee has a Covered Termination within two (2) years after the date of a Change in Control, the Company shall pay or provide (or cause to be paid or provided) to Employee all payments and benefits specified in Section 3.05 hereof at the same time and in the same manner therein specified (including the condition of timely execution of a Release and subject to Section 6.03) except as amended and modified below:
a. The salary specified in Section 3.05a will be paid based upon a multiple of two (2) years (instead of one (1) year).
b. Health insurance specified in Section 3.05b will be provided until (i) Employee becomes reemployed and receives similar benefits from a new employer or (ii) two (2) years after the date of the Covered Termination, whichever is earlier.
c. An amount equal to two (2) times the Maximum Bonus, plus the amounts listed in Sections 3.05c(ii) and (iii); provided, however, that if Employee has timely deferred his applicable award under a Company plan, such payment due Employee under this subparagraph shall be paid in accordance with the terms of the deferral.
d. All other rights and benefits specified in Section 3.05, including the vesting and extension of the exercise period of any equity awards as described in Section 3.05d and payment provisions of Section 3.05f. The Parties agree that in the event of a Change in Control, no later than the date of, but prior to, the Change in Control, the Company shall deposit the amounts specified in Section 4.02a and Section 4.02c. into an irrevocable grantor trust, established by the Company prior to the Change in Control with a duly authorized bank or corporation with trust powers (“Rabbi Trust”). The expenses of such Rabbi Trust shall be paid by the Company. Any amounts due to Employee under this Section 4.02 shall first be satisfied by the Rabbi Trust and the remaining obligations shall be satisfied by the Company at the same time and in the same manner described in Section 3.05.
Termination After a Change in Control. If, within one (1) year after a Change in Control (i) Company shall terminate Executive's employment other than for Cause or Disability or (ii) Executive shall terminate employment for Good Reason, Company shall have no further obligation to Executive under this Agreement or otherwise except to pay or provide the following to Executive:
4.2.5.1 Any accrued and unpaid annual base salary prorated to the date of termination (including accrued vacation, but less applicable withholdings) and reimbursement of any unpaid reimbursable expenses owed by Company to Executive through the termination date, which amounts shall be paid to Executive in a lump sum in cash within 30 days after the date of termination.
4.2.5.2 Severance compensation totaling two (2) years' base salary, based on Executive's annual salary as in effect at the date of termination plus two (2) times the amount of Annual Bonus at target level for the fiscal year in which Executive’s employment terminates. Such severance compensation shall be paid to Executive in a lump sum in cash within 60 days after the date of termination, or such later date as may be required by Section 10 of this Agreement.
4.2.5.3 Provided that Executive elects group health insurance continuation coverage for himself, his spouse and dependents under a Company plan or plans pursuant to COBRA, Company shall pay or reimburse Executive for the COBRA premiums for such coverage for a period of twenty-four (24) months following Executive’s termination date.
4.2.5.4 The Initial Restricted Stock set forth in Section 3.1.3 above, the Long-Term Restricted Stock set forth in Section 3.1.4 above, and time vested Restricted Stock Units granted pursuant to Section 3.1.5 above shall be fully vested and such Restricted Stock Units converted to shares within 60 days after the date of termination, or such later date as may be required by Section 10 of this Agreement.
4.2.5.5 Qualified Performance-Based Award Restricted Stock Units granted pursuant to Section 3.1.5 above shall become vested upon Executive’s termination date based upon the Committee’s determination of the level of attainment of performance goals as of the date of the Change in Control based on Company’s audited and interim financial statements through such date, and shall be converted to shares within 60 days after the date of termination, or such later date as may be required by Section 10 of this Agreement.
4.2.5.6 Each of the payments, stock vesting and other benefits to be p...