Termination Change in Control Clause Samples
The 'Termination; Change in Control' clause defines the conditions under which a contract may be ended if there is a significant change in the ownership or control of one of the parties involved. Typically, this clause allows a party to terminate the agreement if the other party undergoes a merger, acquisition, or transfer of controlling interest. For example, if a company is bought by another entity, the counterparty may have the right to end the contract to avoid being bound to a new, potentially undesirable owner. This clause primarily serves to protect parties from being forced to continue contractual relationships with entities they did not originally choose, thereby managing risk and ensuring business continuity preferences are respected.
Termination Change in Control. The employment of the Officer may be terminated as follows:
(a) By the Corporation by action taken by its Board or its Chief Executive Officer, at any time and immediately upon written notice to the Officer if said discharge is for cause. In the notice of termination furnished to the Officer under this Section 8(a), the reason or reasons for said termination shall be given and, if no reason or reasons are given for said termination, said termination shall be deemed to be without cause and therefore termination pursuant to Section 8(e). Any one or more of the following conditions shall be deemed to be grounds for termination of the employment of the Officer for cause under this Section 8(a) (“Cause”):
(i) The conviction of, plea of nolo contendere, or entry of judgment against the Officer by a civil or criminal court of competent jurisdiction of a felony or first degree misdemeanor, or any other offense or wrongdoing involving dishonesty, embezzlement, fraud, misappropriation of funds, any act of moral turpitude or dishonesty;
(ii) The finding by a court of competent jurisdiction in a criminal or civil action or by the U.S. Securities and Exchange Commission or state blue sky agency in an administrative proceeding that the Officer has violated any federal or state securities law;
(iii) If the Officer shall fail or refuse to comply with the obligations required of Officer as set forth in this Agreement or the reasonable duties assigned to the Officer from time to time, or comply with the reasonable policies of the Corporation or the Bank established from time to time;
(iv) If the Officer shall have engaged in conduct involving fraud, deceit, personal dishonesty, or breach of fiduciary duty, or any other conduct, which in any such case has adversely affected, or may adversely affect, the business or reputation of the Corporation or the Bank;
(v) If the Officer shall have violated any banking law or regulation, memorandum of understanding, cease and desist order, or other agreement with any banking agency having jurisdiction over the Bank;
(vi) If the Officer shall have become subject to continuing intemperance in the use of alcohol or drugs which has adversely affected, or may adversely affect, the business or reputation of the Corporation or the Bank, or has been convicted of a crime involving moral turpitude;
(vii) If the Officer shall have filed, or had filed against the Officer, any petition under the federal bankruptcy laws or any state insolvency laws;
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Termination Change in Control. (a) In the event that the Optionee’s employment with the Company is terminated without Cause (as defined in and for purposes of the Employment Agreement), by the Optionee for Good Reason (as defined in and for purposes of the Employment Agreement), or due to the Optionee’s death or Disability (as defined in and for purposes of the Employment Agreement), the unvested portion of the Option shall vest and become exercisable in full on the date of termination (the “Termination Date”), and any unexercised portion of the vested Option shall remain exercisable for a period of twenty-four (24) months following the Termination Date. Upon expiration of such twenty-four (24) month period, any unexercised portion of the Option shall terminate in full. Notwithstanding the foregoing, in the event that an Optionee’s employment with the Company is terminated pursuant to this Section 6(a) prior to the full satisfaction of the additional vesting conditions applicable to the Equity Raise Portion set forth in Section 4(c) above, then the portion of the Equity Raise Portion that is not vested as of the Termination Date shall not vest and shall terminate immediately on the Termination Date.
(b) In the event that the Optionee’s employment with the Company is terminated by the Company for Cause, the Option shall terminate on the Termination Date as to any shares of Stock subject thereto, whether vested or unvested. In the event that the Optionee’s employment with the Company is terminated by the Optionee without Good Reason, the unvested portion of the Option shall terminate on the Termination Date, and the vested portion of the Option shall remain exercisable for a period of ninety (90) days following the Termination Date.
(c) In the event that the Optionee’s employment with the Company is terminated due to the Company’s decision not to renew the term of the Employment Agreement, the unvested portion of the Option shall vest and become exercisable in full on the Termination Date, and any unexercised portion of the vested Option shall remain exercisable for a period of twenty-four (24) months following the Termination Date. Notwithstanding the foregoing, in the event that an Optionee’s employment with the Company is terminated pursuant to this Section 6(c) prior to the full satisfaction of the additional vesting conditions applicable to the Equity Raise Portion set forth in Section 4(c) above, then the portion of the Equity Raise Portion that is not vested as of the Termination D...
Termination Change in Control. Your employment may be terminated by the Company or you for any reason at any time pursuant to written notice, and will terminate automatically on your death; provided, you shall give the Company not less than 30 days’ prior written notice of any termination by you, with or without Good Reason (as defined on the Attachment hereto (the “Attachment”)). Any payments made and benefits provided to you under this Agreement will be in lieu of any termination or severance payments or benefits for which you (or your estate in the event of your death) otherwise may be eligible under any of the plans, practices, policies or programs of the Company or its affiliates. If termination occurs at a time when the Company is deemed to be in troubled condition by the Federal Deposit Insurance Corporation (the “FDIC”) and is subject to the FDIC’s golden parachute regulations under 12 C.F.R. Part 359, the payments referenced in this Section 7 shall be subject to prior regulatory approval and shall be limited to an aggregate amount equal to the lesser of (i) 12 months of Base Salary, or (ii) the amount otherwise owed to you hereunder. Any payment made pursuant to this Section 7 which is subject to the FDIC’s golden parachute regulations shall be subject to a right of the Company (or its successor) to recoup such payment from you if the Company (or its successor) subsequently determines, in its reasonable discretion, that you have engaged in any of the activities or offenses set forth in 12 C.F.R. Section 359.4(a)(i) - (iv). After receipt of written notice from the Company that it has made a determination as provided for in this Section 7, you agree to reimburse the Company for the subject payment made pursuant to this Section 7 within 30 days after receipt of such written notice. Further, you agree to indemnify the Company for any costs incurred by the Company in recouping such amount in the event that you fail to reimburse such amount within 30 days of receiving the Company written notice under this Section 7.
Termination Change in Control. Notwithstanding anything in this Agreement to the contrary, in the event of a Termination as defined in paragraph 4(a) or 4(b) of the Executive Severance Agreement, the Retirement Date shall be the date of such Termination; provided, however, in the event of a Termination as defined in paragraph 4(b) of the Executive Severance Agreement the Company shall pay the Executive, within 30 days after Termination, a lump sum in cash equal to the present value of the Executive's accrued benefit under the MRO Plan as determined hereunder. Such present value shall be determined using actuarial assumptions and discount rules consistent with Company practices immediately prior to the Termination.
Termination Change in Control. The Company may terminate this Agreement by -------------------------------- providing the Employee with prior written notice of its decision to terminate the Agreement and indicating the date on which the termination is effective, as provided below.
(a) The Board of Directors of the Bank or the Company may, by written notice to the Employee in the form and manner specified in this paragraph, immediately terminate his employment with the Bank or the Company, respectively, at any time, for Just Cause. The Employee shall have no right to receive compensation or other benefits for any period after termination for Just Cause. Termination for "Just Cause" shall mean termination because of, in the good faith determination of the Company's or the Bank's Board of Directors, the Employee's personal dishonesty, incompetence, willful misconduct, breach of fiduciary duty involving personal profit, intentional failure to perform stated duties, willful violation of any law, rule or regulation (other this Agreement. Notwithstanding the foregoing, the Employee shall not be deemed to have been terminated for Just Cause unless there shall have been delivered to the Employee a copy of a resolution duly adopted by the affirmative vote of not less than a majority of the entire membership of the Board of Directors of the Bank or the Company at a meeting of the Board called and held for the purpose (after reasonable notice to the Employee and an opportunity for the Employee to be heard before the Board), finding that in the good faith opinion of the Board the Employee was guilty of conduct described above and specifying the particulars thereof.
Termination Change in Control. Other than as set forth in Section 3(c), Section 3(d) or Section 3(e) below, if the Participant ceases to be employed by, or provide service to, the Employer for any reason before the Vesting Date, the Option shall automatically terminate and shall be forfeited as of the date of the Participant’s Termination. No payment shall be made with respect to any unvested portion of the Option that terminates as described in this Section 3.
Termination Change in Control. (a) Either the Company or Executive may terminate this Agreement at any time for any reason upon written notice to the other. This Agreement shall also terminate upon (i) the death of Executive or (ii) termination by the Company pursuant to Section 7.
(b) In the event (A) this Agreement is terminated by the Company and such termination is not pursuant to the last sentence of (a) above or for "just cause" as defined in (f) below and does not constitute a Control Termination as defined in (e) below or (B) this Agreement is terminated by Executive with "good reason", Executive shall be entitled to receive (i) Executive's Base Salary, as determined pursuant to Section 5(a) hereof, for a period of two years from the date of such termination, (ii) an amount equal to the bonus paid or payable pursuant to Section 5(b) with respect to the calendar year immediately preceding the year of such termination, and (iii) all other unpaid amounts previously accrued or awarded pursuant to any other provision of this Agreement. For purposes of this Agreement "good reason" shall mean: (i) causing or requiring Executive to report to anyone other than the Board or the Chairman of the Board of Conseco, or (ii) requiring Executive's primary work location to be at a place other than metropolitan St. Louis, Missouri, or metropolitan Minneapolis/St. ▇▇▇▇, Minnesota.
Termination Change in Control. Employee may terminate this Agreement if Employee has Good Reason for such Termination following a Change in Control. Such Termination by Employee is hereinafter referred to as Termination/Change in Control.
Termination Change in Control. (a) If at any time within five (5) years following a Change of Control, it discharges Employee or refuses to extend the Term of Employment for at least two years beyond the existing term for any reason other than "just cause", or if within one year after a Change of Control Employee resigns from his employment with Employer for any reason whatsoever,
( i ) The Employer will pay to Employee immediately after such termination of employment a lump-sum cash payment equal to 300% of the aggregate of (A) his then-current annual base salary (or, if his base salary has been reduced at any time after the Change of Control, his base salary in effect prior to the reduction), (B) the highest amount of Incentive Compensation or other cash bonus paid to Employee during the three calendar years immediately prior to the change of control, (C) the annual cost to the employer of any benefits then provided to Employee, including the cost of insurance, even if those benefits are in whole or in part self-insured by Employer and (D) the amount contributed by the Employer on behalf of the Employee for the calendar year ending immediately prior to the termination of any retirement of the Employer.
Termination Change in Control