TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL Clause Samples

The 'Termination of Employment After a Change of Control' clause defines the rights and obligations of both the employer and employee if the company undergoes a significant change in ownership or control. Typically, this clause outlines what happens to an employee’s position, compensation, and benefits if their employment is terminated—either by the company or by the employee for specified reasons—within a certain period following the change of control. For example, it may provide for severance pay or accelerated vesting of stock options. Its core function is to protect employees from adverse employment actions or loss of benefits due to organizational changes, and to provide clarity and security during potentially disruptive corporate transitions.
TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. After a Change of Control and during the Employment Term, the Employee's status as an employee shall terminate or may be terminated by the Employee, the Company (or, if applicable, the ultimate parent company), as provided in Article III of the Employment Agreement (provided, however, that the definitions of "Cause" and "Good Reason" in this Agreement shall supersede those definitions in the Employment Agreement).
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. Subject to satisfaction of Section 4(d), if, within six (6) months immediately preceding a Change of Control or within twelve (12) months immediately following a Change of Control, the Executive’s employment is terminated by the Company for any reason other than Cause or is terminated by the Executive for Good Reason, then the Executive shall be entitled to receive the following benefits: (i) a payment equal to one times (1x) the then current annual Base Salary; (ii) a payment equal to the dollar amount of the Executive’s full target bonus percentage as in effect for the twelve (12) month period immediately prior to such termination (for this purpose any performance targets shall be deemed immediately and fully satisfied); (iii) $15,000 for the purpose of the Executive to fund health coverage continuation benefits; and (iv) accelerated vesting of the Executive's awards granted under any incentive share plan or equity incentive plan (or similar arrangement) of the Company, meaning that all vesting restrictions shall lapse and all awards granted to the Executive shall be accelerated and fully vested, and all vested options shall be exercisable until the later of (x) the 15th day of the third month following the date at which the stock options would otherwise have expired in accordance with their original terms, (y) December 31 of the calendar year in which the stock options would otherwise have expired in accordance with their original terms and (z) such longer period (not to exceed twelve months following the "separation from service" (as defined under Section 409A of the Code); provided, however, that the foregoing shall not be construed to cause an incentive stock option to fail to meet the statutory requirements of Section 422 of the Code. Benefits under this Section 4(b) shall be paid to the Executive no later than the thirtieth (30th) day immediately following the Executive’s "separation from service" (as defined under Section 409A of the Code, provided the Executive first executes a release of any and all claims against the Company (set forth in Section 4(d), below) and the revocation period specified therein has expired without the Executive revoking such release. Notwithstanding the foregoing and for avoidance of doubt, if (i) the Executive’s employment is terminated for Cause within six (6) months immediately preceding a Change of Control or within twelve (12) months immediately following a Change of Control, or (ii) the Executive's employment is t...
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. After a Change of Control and during the Employment Term, the Executive's status as an officer and employee shall terminate or may be terminated by the Executive or the Post-Transaction Corporation as provided in Article III of the Employment Agreement (provided, however, that the provisions regarding "Good Reason" shall supersede the comparable provisions in the Employment Agreement).
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. In the event that Executive's employment is terminated by Company without Cause or by Executive for Good Reason within a period of one year following a Change of Control, Executive shall be entitled to receive no other payments except: (i) Base Compensation through the date of termination; (ii) a pro rata amount of the Incentive Bonus that has been earned through the date of termination, which will be determined by multiplying the amount of the annual Incentive Bonus earned for the entire fiscal year in which Executive's employment is terminated multiplied by a fraction the numerator of which is the number of days in such fiscal year that Executive was employed and the denominator of which is 365, and which will be paid at the time that annual management bonuses for such fiscal year are paid; (iii) any unpaid reimbursement of business expenses; (iv) any amounts or benefits required by law to be provided; (v) an amount equal to one year's Base Compensation as then in effect, which will be payable in a lump sum, subject to withholding in accordance with the Company's payroll practices. The assumption of this Agreement by a person acquiring all or substantially all of the assets of the Company will not be considered to be a termination of Executive's employment by the Company under the Agreement. For purposes of determining whether Executive is entitled to invoke the terms of this Subsection (d), Good Reason shall include, in addition to the other conditions specified below in subparagraph (f): (i) The Company effects any material change in the duties or conditions of employment of Executive, including assigning to Executive duties that are inconsistent with Executive's position as the President and Chief Executive Officer of the Company, that Executive reasonably concludes to be materially adverse to Executive, and such change continues for a period of ten (10) business days after delivery of written notice to the Company. The Company's ceasing to be a reporting company under the Securities Exchange Act of 1934, as amended, or its operation as a privately owned company or wholly owned subsidiary of another company will not be evidence of a material adverse change in Executive's duties or conditions of employment. A "CHANGE OF CONTROL" of the Company will be deemed to exist upon the occurrence of any of the following events, if, as a result of such event, or within twelve months thereafter, the individuals who constituted the Board immediately prior to such e...
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. In the event of a voluntary termination of employment with the Company by the Employee within ninety (90) days following a Change of Control (as hereafter defined), Employee shall be entitled to receive, within thirty (30) days of such termination, a lump sum equal to Employee's annual Base Salary in lieu of all rights of Employee hereunder, including, without limitation, any rights to Annual Bonus and to benefits hereunder, all of which shall terminate upon the payment of such lump sum. The Company agrees, however, that notwithstanding anything to the contrary in the preceding sentence, the rights of Employee under the Option Agreement attached as Exhibit B hereto shall remain in effect and
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. Upon the termination of Executive's employment with the Company following or within sixty (60) days prior to a Change of Control (as hereafter defined) (i) by action of the Company within such sixty day period or any Successor to the Company (as hereafter defined) within one (1) year following such Change of Control for reasons other than Cause (as defined above) or (ii) by a voluntary termination by the Executive within six (6) months following a six (6) month transition period following such Change in Control, Executive shall receive a lump sum severance payment equal to two times the Base Salary of Executive in effect at the time of such Change in Control. Such severance shall be in lieu of any other severance to which Executive may be otherwise entitled under this Agreement. (i) As used herein, a "Change of Control" shall mean: (A) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquires more than fifty percent (50%) of the combined voting power of the outstanding securities of the Company having a right to vote at elections of directors; or (B) the individuals who at the commencement date of this Agreement constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute a majority thereof; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors comprising the Incumbent Board shall be, for purposes of this subparagraph (B), considered as though he were a member of the Incumbent Board.
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TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL. Upon the termination of Executive's employment with the Company following a Change of Control (as hereafter defined) (i) by action of the Company or any Successor to the Company (as hereafter defined) for reasons other than Cause (as defined above) or (ii) by a voluntary termination by the Executive within 180 days of such Change in Control, Executive shall receive a lump sum severance payment equal to two times the Base Salary of Executive in effect at the time of such Change in Control. (i) As used herein, a "Change of Control" shall be deemed to have occurred if: (A) a "person" (meaning an individual, a partnership, or other group or association as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) acquires more than fifty percent (50%) of the combined voting power of the outstanding securities of the Company having a right to vote at elections of directors; or (B) the individuals who at the commencement date of this Agreement constitute the Board of Directors (the "Incumbent Board") cease for any reason to constitute a majority thereof; provided, however, that any person becoming a director subsequent to the date hereof whose election, or nomination for election by the Company's shareholders was approved by a vote of at least a majority of the directors comprising the Incumbent Board shall be, for purposes of this subparagraph (B), considered as though he were a member of the Incumbent Board.
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Related to TERMINATION OF EMPLOYMENT AFTER A CHANGE OF CONTROL

  • Termination of Employment Change of Control (a) For purposes of the grant hereunder, any transfer of employment by the Grantee among the Company and its Subsidiaries shall not be considered a termination of employment. Any change in employment that does not constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall not be considered a termination of employment. Any change in employment that does constitute a “separation from service” within the meaning of Section 1.409A-1(h) of the Treasury Regulations (or any successor provision) shall be considered a termination of employment. (b) If the Grantee dies or terminates employment due to Disability (as defined in the last Section hereof), all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such termination; provided, however, that if the Grantee is a “specified employee” within the meaning of Section 409A(a)(2)(B)(i) of the Internal Revenue Code of 1986, as amended (the “Code”) as of the date of such termination, all RSUs shall immediately vest but shall not be converted into shares of Common Stock and distributed to the Grantee until the earlier of (i) the date which is six months after the date of the Grantee’s termination of employment and (ii) the date of the Grantee’s death. If the Grantee’s employment with the Company terminates due to the Grantee’s Retirement (as defined in the last Section hereof), all RSUs shall continue to vest (and be converted into an equivalent number of shares of Common Stock that will be distributed to the Grantee) in accordance with Section 3 above. If the Grantee dies during the three year period immediately following the Retirement of the Grantee, then all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee’s personal representative within 30 days of the date of such death. (c) Subject to Section 4(d), if the Grantee’s employment terminates for any reason other than death, Disability or Retirement, the Grantee shall forfeit all RSUs. (d) Notwithstanding any other provision contained herein or in the Plan, in the event of a Change in Control (as defined in the last Section hereof) or of the termination of this Agreement within twelve months of a complete liquidation or dissolution of the Company that is taxed under Section 331 of the Code, all RSUs shall immediately vest, be converted into shares of Common Stock and be distributed to the Grantee within 30 days of the date of such event or (in the event of a complete liquidation or dissolution of the Company) as soon as administratively practicable thereafter.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee within the Hexcel Group shall not be considered a termination of employment by the applicable member of the Hexcel Group. (x) If the Optionee’s employment with a member of the Hexcel Group is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested and exercisable, shall be automatically terminated as of the date of such termination of employment. Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested and exercisable) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested and exercisable, shall immediately expire upon such termination. (y) If, while employed by a member of the Hexcel Group, the Optionee dies or is terminated by a member of the Hexcel Group following Disability, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for one year from the date of termination of employment on account of death or following Disability (but not beyond the Term of the Option). (z) Subject to Section 5(c)(ii), if the Optionee’s employment with a member of the Hexcel Group terminates by reason of Retirement, (A) the Option shall, if not fully vested and exercisable at the time of such termination, continue to vest and become exercisable in accordance with Section 5(b) above, and (B) the Option shall expire upon the earlier to occur of the five-year anniversary date of such Retirement and the expiration of the Term. If the Optionee dies during the five-year period immediately following the Retirement of the Optionee, the Option shall (I) become fully and immediately vested and exercisable and (II) remain exercisable for the remainder of the five-year period from the date of Retirement (but not beyond the Term of the Option).

  • 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.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and, thereafter, if at any time during the term of this Agreement there shall be: (i) any involuntary termination of Executive’s employment (other than for the reasons set forth in Section 3(c) of this Agreement; (ii) any reduction in Executive’s title, responsibilities, including reporting responsibilities, or authority, including such title, responsibilities or authority as such may be increased from time to time during the term of this Agreement; (iii) the assignment to Executive of duties inconsistent with Executive’s office on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (iv) any reassignment of Executive to a location greater than fifty (50) miles from the location of Executive’s office on the date of the Change in Control; (v) any significant reduction in Executive’s compensation as provided in Section 4 in effect on the date of the Change in Control or as the same may be increased from time to time after the Change in Control; (vi) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation or Bank’s retirement or pension, life insurance, medical, health and accident, disability or other employee plans in which Executive participated at the time of the Change in Control, or the taking of any action that would materially reduce any of such benefits in effect at the time of the Change in Control; (vii) any requirement that Executive travel in performance of his duties on behalf of Corporation or Bank for a significantly greater period of time during any year than was required of Executive during the year preceding the year in which the Change in Control occurred; or (viii) any sustained pattern of interruption or disruption of Executive for matters substantially unrelated to Executive’s discharge of Executive’s duties on behalf of Corporation and Bank; then, at the option of Executive, exercisable by Executive within ninety (90) days of the Change in Control and occurrence of any of the foregoing events, Executive may resign from employment with Corporation and Bank (or, if involuntarily terminated, give notice of intention to collect benefits under this Agreement) by delivering a notice in writing (the “Notice of Termination”) to Corporation and Bank and the provisions of Section 6 of this Agreement shall apply. In addition, notwithstanding the payments to Executive contemplated by Section 6, if Executive is requested by the Corporation, Bank, or a successor thereto to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank following the Date of Change of Control, Executive expressly agrees, subject to the condition set forth below, to remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for not less than six months following the Date of Change of Control. The Corporation, Bank, or successor to the Corporation or Bank shall have the right to request Executive remain in the employ of the Corporation, Bank, or a successor to the Corporation or Bank for a period of less than six months following the Date of Change of Control. Executive agrees to remain an employee of the Corporation, Bank or successor to the Corporation or Bank pursuant to their request conditioned upon Executive being compensated in the same amount and on the same terms as he was compensated immediately prior to the Date of Change of Control, including participation in all employee benefit plans to which he would otherwise be entitled. (b) As used in this Agreement, “Change in Control” shall mean the occurrence of any of the following:

  • Qualifying Termination of Employment A “Qualifying Termination of Employment” shall mean a termination of Executive’s employment during the Protected Period either (a) by the Company other than for Cause or (b) by Executive for a Good Reason. A termination of employment due to the Executive’s death or Disability during the Protected Period shall not constitute a Qualifying Termination of Employment.