Termination Occurring During the Change in Control Period Sample Clauses

The 'Termination Occurring During the Change in Control Period' clause defines the rights and obligations of the parties if an employee's employment ends during a specified timeframe surrounding a change in control of the company. Typically, this clause outlines what constitutes a qualifying termination, such as being laid off without cause or resigning for good reason, and details the severance benefits or protections the employee is entitled to if such a termination occurs. Its core function is to protect employees from losing their jobs or benefits unfairly as a result of mergers, acquisitions, or other significant corporate changes, thereby providing stability and predictability during periods of organizational transition.
Termination Occurring During the Change in Control Period. If such termination occurs during the Change in Control Period, then the Company shall pay the Employee (in lieu of any amount to be paid pursuant to Section 3(a) above): (i) The Accrued Benefits (as defined in Section 3(a)(i) above), with each amount to be paid out at the times set forth in Section 3(a) above; and (ii) Subject to subsection (d) below, a pro-rated annual bonus for the fiscal year in which the Termination Date occurs based on the higher of Employee’s Average Annual Cash Bonus and the Employee’s target annual bonus for the year in which the Termination Date occurs (or, if the target has not yet been set or has been reduced from that in effect prior to the Change in Control, the target bonus as was in effect immediately prior to the Change in Control). In either case the pro-rated amount shall be calculated by multiplying the applicable amount by a fraction, the numerator of which is the total number of days between the first day of the fiscal year of the Company with respect to such annual bonus and the Termination Date, and the denominator of which is the total number of days in such fiscal year. Subject to any applicable deferral election, such payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release; and (iii) Subject to subsection (d) below, an amount equal to the sum of (A) eighteen (18) months of the Employee’s monthly base salary in effect on the date the Employee’s employment terminates, (B) one hundred fifty percent (150%) of the Employee’s Average Annual Cash Bonus, and (C) eighteen (18) months of the Employee’s Medical Benefits. Payment shall be made in a lump sum as soon as practicable following the later of the Employee’s Termination Date and the effective date of the General Release. In addition to the above, all equity awards granted to the Employee pursuant to the Equity Incentive Plan shall become fully vested, at the higher of: (i) target vesting (100%); or (ii) performance vesting based on the level of achievement obtained under the Equity Incentive Plan’s criteria for the equity awards at the time of termination.
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Related to Termination Occurring During the Change in Control Period

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events: (i) The Executive's death; (ii) If the Executive becomes permanently disabled within the meaning of, and begins actually to receive disability benefits pursuant to, the long-term disability plan in effect for, or applicable to, Executive immediately prior to the Change in Control; or

  • Change in Control Period “Change in Control Period” means the period of time beginning three (3) months prior to and ending twelve (12) months following 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.

  • Termination Upon a Change in Control If Executive’s employment with the Employer is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Employer shall provide Executive the following benefits: (i) On the sixtieth (60th) day following the Termination Date, the Employer shall pay Executive a lump sum payment in an amount equal to the Severance Amount. (ii) Executive (and Executive’s dependents, as may be applicable) shall be entitled to the benefits provided in Section 4(e).

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.