Termination of Employment Following a Change in Control Sample Clauses

Termination of Employment Following a Change in Control. 5(a)(ii)(B) Any reduction in the Executive's base salary or targeted incentive bonus in effect immediately prior to the Change in Control, or failure by the Company to continue any bonus, stock or other incentive plans in effect immediately prior to the Change in Control (without the implementation of comparable successor plans that provide the same benefits), or any removal of the Executive from participation in such aforementioned plans;

Termination of Employment Following a Change in Control. Subject to Section 10(a) hereunder, the Executive shall be entitled to severance payments under this Agreement only if there has been a Change in Control and the Executive has incurred a Termination of Employment. (a) For purposes of this Agreement during the two-year period following any Change in Control that occurs during the term of this Agreement, "Termination of Employment" shall be defined as:

Termination of Employment Following a Change in Control. Anything herein to the contrary notwithstanding, the Executive may terminate his employment with the Company during the one (1) year period following a Change in Control, and such termination shall constitute a termination of the Executive's employment by the Company pursuant to Section 6.4 (Termination by the Company Without Cause); provided, however, that the amount referred to in paragraph (i) of Section 6.4 shall be paid to the Executive in a lump sum on the date of termination. For purposes of this Agreement, a Change in Control of the Company shall be deemed to have occurred if: (i) 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, other than the Executive or a group including the Executive), either (x) acquires twenty percent (20%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors and such acquisition shall not have been approved within sixty (60) days following such acquisition by a majority of the Continuing Directors (as hereinafter defined) then in office or (y) acquires fifty percent (50%) or more of the combined voting power of the outstanding securities of the Company having a right to vote in elections of directors; or (ii) Continuing Directors shall for any reason cease to constitute a majority of the Board of Directors of the Company; or (iii) all or substantially all of the business and/or assets of the Company are disposed of by the Company to a party or parties other than a subsidiary or other affiliate of the Company, pursuant to a partial or complete liquidation of the Company, sale of assets (including stock of a subsidiary of the Company) or otherwise.

Termination of Employment Following a Change in Control. If, during ------------------------------------------------------- the Effective Period, the Company terminates the Executive's employment other than for Cause or the Executive terminates his employment with the Company for Good Reason, the Company will pay the following to the Executive: (i) Cash in the amount of The Executive's Annual Salary through the Date of Termination to the extent not theretofore paid; (ii) Any and all compensation deferred under a deferred compensation plan or program of GMI or any of its affiliates in a lump sum cash payment; (iii) The greater of (a) the Executive's Annual Salary for the number of full months remaining in the Term of this Agreement had the Executive's employment not been so terminated or (b) the product of three (3) times the Executive's Annual Salary, in each case based on the Annual Salary of the Executive in effect on the Date of Termination (or, if the Executive's Annual Salary has been reduced in breach of this Agreement, the Executive's Annual Salary before such reduction) and payable in equal monthly installments over the greater of the remaining Term of this Agreement or three (3) years following the Date of Termination (the "CIC Salary Continuation Period"); (iv) A lump sum cash amount equal to three times the greater of (a) the highest Incentive Bonus paid or payable to the Executive, including any amount deferred (whether mandatory or elective) in any one year in the three years prior to the Date of Termination, or (b) the highest target Incentive Bonus established for the Executive in the three years immediately prior to the Date of Termination, in either case, payable within 30 days after the Date of Termination. (v) The continuation of the provision of health insurance, dental insurance and life insurance benefits for the CIC Salary Continuation Period to the Executive and the Executive's family at least equal to those which would have been provided to them in accordance with the plans, programs, practices and policies of the Company as in effect and applicable generally to other peer executives and their families during the 90-day period immediately preceding the Effective Period or on the Date of Termination, at the election of the Executive; provided, however, that if the Executive becomes re-employed with another employer and is eligible to receive medical or other welfare benefits under another employer provided plan, the medical and other welfare benefits described herein will be secondary to ...

Termination of Employment Following a Change in Control. Executive shall be entitled to the benefits provided in Section 5 hereof upon the subsequent termination of Executive's employment by the Company within two years after a Change in Control which occurs during the term of this Agreement, provided such termination is (a) by the Company other than for cause, as defined below, or (b) by Executive for Good Reason, as defined below. Executive shall not be entitled to the benefits of Section 5, any other provision hereof to the contrary notwithstanding, if Executive's employment terminates: (i) pursuant to Executive retiring at age 65, (ii) by reason of Executive's total and permanent disability, or (iii) by reason or Executive's death. As used herein, "total and permanent disability" means a condition which prevents Executive from performing to a significant degree the essential duties of his or her position and is expected to be of long-term duration or result in death. A determination of total and permanent disability must be based on competent medical evidence.

Termination of Employment Following a Change in Control. 3.01. In the event of a Change in Control and, within twenty-four (24) months thereafter: (a) the Company provides notice to the Executive of the Executive's termination by the Company other than for Cause, or (b) the Executive's employment is terminated by the Executive for Good Reason, the Executive shall be entitled to receive: (A) the Accrued Rights, (B) an amount equal to two times the Base Salary, payable in a single lump sum within thirty (30) days following the date of termination; (C) an amount equal to two times the greater of (i) the Target Bonus for the fiscal year in which termination of the Executive's employment occurs and (ii) the highest Bonus paid to the Executive for the three fiscal years immediately preceding that in which termination occurs, payable in a lump sum within thirty (30) days following termination; (D) continuation of the participation of the Executive and his eligible dependents in the Company's health and dental plans and continuation of the participation of the Executive in the Company's group life insurance plan until the expiration of two years following the date of termination of the Executive's employment or, if earlier, until the date he becomes eligible for coverage under the health, dental or life insurance plan of another employer; provided, however, that in the event that the Company determines that it is unable to continue any such participation, it shall pay the cost, on an after-tax basis, of comparable coverage; (E) notwithstanding anything to the contrary in the Company's equity-based plans or any equity award agreement between the Company and the Executive, immediate vesting of all outstanding unvested equity awards, which in the case of any stock options, shall remain exercisable for a period of one year following the date of termination or until the date such stock options would have expired in the absence of a termination of employment, if earlier; and (F) reimbursement, up to fifteen thousand dollars ($15,000), for outplacement services reasonably selected by the Executive. 3.02. Payments under the applicable provision of this Section 3 shall be in lieu of any and all compensation and benefits of any kind or description to which the Executive might otherwise be entitled, under a severance pay plan or agreement or otherwise, as a result of the termination of his employment under this Section 3. Except for medical, dental and life insurance coverage continued pursuant to Section 3.01(D), Executive's part...

Termination of Employment Following a Change in Control. (a) If this Agreement shall be terminated within two years after a Change in Control which occurs during the term of this Agreement, provided such termination is by the Executive for Good Reason or by the Company Without Cause (which includes delivery by the Company of a notice of nonrenewal of this Agreement pursuant to Section 3 hereof), in lieu of any obligation the Company may have pursuant to Section 6.3 hereof: (1) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination, if not theretofore paid, the Executive's Base Salary (as in effect on the Date of Termination) through the Date of Termination, and in the case of compensation previously deferred and bonuses previously earned by the Executive, all amounts of such compensation previously deferred and earned and not yet paid by the Company. (2) The Company shall, promptly upon submission by the Executive of supporting documentation, pay or reimburse to the Executive any costs and expenses paid or incurred by the Executive which would have been payable under Section 4.6 hereof if the Executive's employment had not terminated. (3) The Company shall pay to the Executive in a lump sum in cash within five (5) days after the Date of Termination a severance payment equal to one and one-half (1.5) times the sum of (i) the Executive's Base Salary (as in effect on Date of Termination) and (ii) the Executive's most recent Annual Bonus. If the most recent Annual Bonus was a stock option or a stock grant, the value of the bonus will be deemed to be the number of option shares times the closing price of the Common Stock for the 20 trading days prior to the Date of Termination. (4) During the 18-month period commencing on the Date of Termination, the Company shall continue benefits (other than disability benefits), at the Company's expense to the Executive and/or the Executive's family at least equal to those which would have been provided to them under Section 4.5 hereof if the Executive's employment had not been terminated (without giving effect to any reduction in such benefits subsequent to the Change in Control which reduction constitutes or may constitute Good Reason). (b) The Company shall pay to the Executive all legal fees and expenses incurred by the Executive as a result of a termination which entitles the Executive to any payments under Section 6.4 hereof including all such fees and expenses, if any, incurred in contesting or disputing any Notice of...

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 a Change in Control. 9.1 The following provisions will apply if a Change in Control occurs during Executive’s active employment with the Company, and at any time during the 24 months after the Change in Control occurs, the employment of Executive with the Company is terminated by the Company for any reason other than Good Cause or Executive terminates his employment with the Company for any reason: