Termination After Change in Control Clause Samples

Termination After Change in Control. (i) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring on or within twelve (12) months after a Change in Control (as defined below), and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in lieu of the payments and benefits set forth in subsection (b) above, (i) the Company shall pay the Executive an amount equal to the sum of (x) the Base Salary and (y) the Target Bonus, payable in the form of salary continuation for twelve (12) months following the date that the Executive’s employment terminates and (ii) provided that the Executive timely elects to continue his coverage and that of any eligible dependents in the Company’s group health plans under the federal law known as “COBRA” or similar state law, a monthly amount equal to the monthly health premiums for such coverage paid by the Company on behalf of the Executive and any eligible dependents immediately prior to the date that the Executive’s employment terminates until the earlier of (x) the date that is twelve (12) months following the date that the Executive’s employment terminates, (y) the date that the Executive and the Executive’s eligible dependents cease to be eligible for such COBRA coverage under applicable law or plan terms and (z) the date on which the Executive obtains health coverage from another employer. (ii) In the event of any termination of the Executive’s employment pursuant to Section 4(b) or 4(c) (and, for the avoidance of doubt, under circumstances which the Board in its sole discretion has determined would not constitute Cause under any of clauses (i) through (ix) of Section 4(a)) occurring at any time on or following a Change in Control, and subject to completion of and continuing compliance with the conditions set forth in Section 5(c), in addition to the payments and benefits provided in subsection (b) or (d)(i) above, as applicable, upon such termination of employment, the vesting and exercisability of all the Executive’s stock options and other equity-based awards that were outstanding as of the Change in Control will be accelerated in full (with any stock options and equity-based awards that are subject to performance-based vesting conditions vesting based on the greater of (x) the achi...

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.

Termination After Change in Control. 7.3.1 If a Change of Control shall occur during the Term of this Agreement, the term of Employee’s employment hereunder shall continue in effect until the later of the first anniversary of the date of the Change in Control and the date that the Term would otherwise have terminated without regard to the extension in this sentence, except for earlier termination as provided in Section 5 of this Agreement. The rights and obligations of Employee and Company under this Agreement upon or after any termination of the Term shall survive any such termination. 7.3.2 Notwithstanding the provisions of Section 6 hereof, if a Change in Control has occurred and Employee’s employment hereunder is terminated within one year of such Change in Control: (i) by Employee for Good Reason or (ii) by Company without Cause, then Company shall (a) pay to Employee the Base Salary and Benefits through the date of termination plus all amounts due to Employee pursuant to any Due Bonus; (b) pay to Employee, as severance pay, a lump sum amount equal to the sum of (x) twelve months’ Base Salary plus (y) an amount equal to the average annual incentive bonus earned by Employee from Company during the last four (4) completed fiscal years of Company preceding the date of Change in Control, or if Employee was not an officer during any or all of such prior four (4) fiscal years, the average of the incentives received during the fiscal years when Employee was such an officer; (c) for a period of one year after the date of termination, arrange to provide Employee with life, disability, sickness and accident, health, vision and dental insurance benefits substantially similar to those that Employee was entitled prior to the Change in Control, as well as with the other fringe benefits and perquisites to which Employee was entitled pursuant to Section 4.3 at the Company’s expense; and (d) reimburse Employee for expenses that may have been incurred, but which have not been paid as of the date of termination, subject to the requirements of Section 4.4 hereof.

Termination After Change in Control. Notwithstanding anything in this Agreement to the contrary, if the Award is assumed or continued following a Change in Control, and if the Participant’s Service ceases as a result of a Termination After Change in Control (as defined below), the surviving Units shall become Vested Units and the Award shall be settled promptly following such event.

Termination After Change in Control. In the event that the Company terminates your employment Without Cause within twelve (12) months after the occurrence of a Change in Control, then the following shall occur: (a) The Company shall pay to you on the effective date of such termination: (i) salary for services rendered up to and including the date of termination, (ii) any and all compensation to which you may be entitled as of the date of termination pursuant to The Talbots, Inc. 2003 Executive Stock Based Incentive Plan (the “Plan”) or any other compensation or benefit plan to the extent permitted by such plans, and (iii) reimbursement for outstanding ordinary and reasonable expenses incurred by you in connection with the performance of your duties for the Company up to and including the date on which your employment is terminated; (b) The Company shall pay to you, within thirty (30) days after the effective date of such termination, an amount of severance pay equal to one times the sum of: (i) your annual base salary at the rate in effect on the date of such termination, and (ii) your “target” annual cash incentive bonus as then established for you and determined in accordance with the applicable annual cash incentive bonus arrangement in place from time to time (provided that the target annual cash incentive bonus shall be no less than 50% of your annual base salary). You shall continue to participate, on the same terms and conditions, in any benefit programs of the Company in which you participated immediately prior to such termination (including, without limitation, as applicable, any disability insurance benefit program, any medical insurance program, and dental insurance program, and any life insurance program) from time of such termination until the earlier of: (i) the end of the one (1) year period beginning from the effective date of the termination of your employment, or (ii) such time as you are eligible to be covered by a comparable program of a subsequent employer. You hereby agree to notify the Company promptly if and when you begin employment with another employer and if and when you become eligible to participate in any pension or other benefit plans, programs or arrangements of another employer.

Termination After Change in Control. If the Optionee’s Service with the Participating Company Group ceases as a result of Termination After Change in Control (as defined below), (i) the Option, to the extent unexercised and exercisable on the date on which the Optionee’s Service terminated, may be exercised by the Optionee (or the Optionee’s guardian or legal representative) at any time prior to the expiration of six (6) months after the date on which the Optionee’s Service terminated, but in any event no later than the Option Expiration Date, and (ii) the Option shall become immediately vested and exercisable in full and the Vested Ratio shall be deemed to be 1/1 as of the date on which the Optionee’s Service terminated. Notwithstanding the foregoing, if it is determined that the provisions or operation of this Section 5.1(c) would preclude treatment of a Change in Control as a “pooling-of-interests” for accounting purposes and provided further that in the absence of the preceding sentence such Change in Control would be treated as a “pooling-of-interests” for accounting purposes, then this Section 5.1(c) shall be void ab initio, and the vesting and exercisability of the Option shall be determined under any other applicable provision of the Option Agreement.

Termination After Change in Control. If, during the term of this Agreement there is a “Change in Control” and within two years thereafter there is a CC Termination (as hereafter defined), then the Executive will be entitled to a severance payment (in addition to any other rights and other amounts payable to the Executive under paragraph 6.8 or under Company plans in which Executive is a participant) payable in a lump sum in cash in an amount equal to two times the sum of: (a) the Executive’s Base Salary in effect on the Termination Date (or, if greater, the highest Base Salary in effect during the three year period ending on the Termination Date), and (b) the average annual bonus compensation paid pursuant to paragraph 4.2 over the last three years (or such lesser number of years as Executive may have been employed), which shall be paid within 60 days following the CC Termination. If the foregoing amount is not paid within 60 days after the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the 61st day after the CC Termination. However, if, on the date of the CC Termination, the Executive is a “specified employee” as defined in regulations under Section 409A of the Code and the severance payment is “nonqualified deferred compensation” that is subject to Section 409A, the payment will be made on the first payroll payment date that is more than six months following the date of the CC Termination. If a severance payment subject to Section 409A is not paid on the first payroll payment date that is more than six months following the date of the CC Termination, the unpaid amount will bear interest at the per annum rate of twelve percent beginning on the day after the first payroll payment date that is more than six months following the date of the CC Termination. The right to the termination compensation described above is subject to the Executive’s execution and nonrevocation of the Company’s Separation Agreement and General Release, substantially in the form attached to this Agreement, which will operate as a release of all legally waivable claims against the Company and its affiliates, employees and directors. Such payment is further conditioned upon the Executive’s compliance with all of the provisions of this Agreement, including all post-employment obligations.

Termination After Change in Control. Upon the occurrence of any Qualifying Termination (as defined above): (a) The Company shall pay, as severance pay in a lump sum on the tenth (10th) business day following the date of termination, an amount equal to: (i) the Base Salary; plus (ii) one-twelfth (1/12) of the Base Salary for each Year of Employment of such Executive by the Company up to an aggregate amount payable under this clause (ii) of one times Base Salary; plus (iii) any and all bonuses, if applicable, paid by the Company to Executive for the fiscal year ending immediately before the Change in Control of the Company. For purposes of this section, "Year of Employment" shall include a period of less than twelve (12) months. (b) Executive, at the Company's cost, shall be entitled to continuation of coverage for twelve (12) months (beginning with the month subsequent to the effective date of the termination) under all Company paid or partially paid health, disability or group life insurance plans or any retirement, pension or profit sharing plans, in each case at such level as had been available to and selected by Executive immediately prior to the Change in Control. (c) If any of the payments contemplated by this Agreement or any other compensation, benefit or other amount ("Parachute Payments") will be subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986 (including any interest and penalties, the "Excise Tax"), no Parachute Payment shall be reduced (except for required tax withholdings) and the Company shall pay to Executive by the earlier of the date such Excise Tax is withheld from payments made to Executive or the date such Excise Tax becomes due and payable by Executive, an additional amount (the "Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax and any taxes on the Excise Tax, shall be equal to the amount Executive would have received if no Excise Tax had been imposed. For purposes of determining the Gross-Up Payment, Executive shall be deemed to pay taxes at the tax rate applicable at the time of the Gross-Up Payment. In the event that the Excise Tax is subsequently determined to be a different amount than the amount taken into account hereunder at the time a Parachute Payment is made, the Gross-Up Payment shall be adjusted accordingly at the time that the amount of such difference is finally determined. The Company shall reimburse Executive for all reasonable fees, expenses and costs incurred by Executive...

Termination After Change in Control. (1) If there is a ''change in control'' of the Company and Executive is terminated other than for cause within eighteen (18) months after such change in control, Executive wil1 receive a lump sum cash payment in the amount a payment of five (5) times the previous year’s annual compensation within thirty (30) days of his termination. Executive will continue to be covered under all of the Company's health and major medical plans then in effect for a period of one (1) year after any such change in contro1 at the Company's sole expense. (2) For purposes of this Agreement, the term ''change in control'' is defined to include: (a) a tender offer or exchange offer made and consummated for ownership of Company stock representing fifty (50%) percent or more of the combined voting power of the Company's outstanding securities; (b) the sale or transfer of substantially all of the Company's assets to another corporation which is not a wholly-owned subsidiary of the Company; (c) any transaction relating to the Company which must be described in accordance with item 5(f) of schedule 14A of Regulation 14A of the Securities and Exchange Commission; (d) any merger or consolidation of the Company with another corporation, where less than thirty (30%) percent of the outstanding voting shares of the surviving or resulting corporation are owned in the aggregate by the Company's former stockholders; or (e) any tender offer, exchange offer, merger, sale of assets and/or contested election which results in a total change in the composition of the Company's Board of Directors. (3) The amount paid to Executive pursuant to this Paragraph will be deemed severance pay in consideration of the Executive's past services to the Company and his continued services from the date of this Agreement. Executive will have no duty to mitigate his damages by seeking other employment, nor will Executive's severance pay hereunder be reduced or offset by any such future earnings.