Termination of Employment Following a Change of Control Sample Clauses
The 'Termination of Employment Following a Change of Control' clause defines the rights and obligations of an employee and employer if the employee's job ends due to a significant change in the company's ownership or control. Typically, this clause outlines what constitutes a change of control, such as a merger or acquisition, and specifies the compensation, severance, or benefits the employee is entitled to if their employment is terminated as a result. Its core function is to protect employees from sudden or unfair job loss and to provide financial security in the event of major corporate transitions.
Termination of Employment Following a Change of Control. (i) If within twelve (12) months following a “Change of Control of UTi Worldwide” (as defined below), (a) the Company terminates Executive’s employment hereunder other than for Cause or Executive’s death or disability, or (b) the Company terminates this Agreement pursuant to the second sentence of Section 2 above, then the Company shall be obligated to pay to Executive or Executive’s estate the payments and benefits set forth in Section 6(e)(v).
(ii) For purposes of this Agreement, a “Change of Control of UTi Worldwide” shall be defined, and be deemed to have occurred, as set forth in Exhibit A attached to this Agreement and incorporated herein.
(iii) In addition, if within twelve (12) months following a “Change of Control of UTi Worldwide,” Executive has “Good Reason” (as defined below) to terminate Executive’s employment with the Company, and Executive terminates Executive’s employment as provided for in this Section 6(e)(iii), then the Company shall be obligated to pay to Executive or Executive’s estate the payments and benefits set forth in Section 6(e)(v) below. In order for Executive to be able to terminate Executive’s employment pursuant to this Section 6(e)(iii), Executive must deliver to the Company a Notice of Termination not more than ten (10) business days following the conclusion of the periods set forth in subclauses (A) and (B) of Section 6(e)(iv) below, and the Company shall have either proceeded with the involuntary relocation under subclause (A) or failed to take the actions necessary to cure the material adverse reduction under subclause (B). Executive’s Notice of Termination shall set forth a Date of Termination, which date shall be one (1) month after the date that the Notice of Termination is delivered by Executive to the Company.
(iv) For purposes of this Agreement, Executive shall have “Good Reason” to terminate Executive’s employment pursuant to Section 6(e)(iii) if:
(A) Without Executive’s written consent, the Company relocates Executive to a facility or location that is outside an area within a radius of two hundred fifty (250) miles from the offices where Executive was based just prior to such Change of Control of UTi Worldwide, and Executive gives the Company written notice of Executive’s objection to such relocation within ten (10) business days of being informed in writing of such contemplated relocation, and thereafter the Company still proceeds with the involuntary relocation of Executive; or
(B) Without Executive’s written...
Termination of Employment Following a Change of Control. The following provisions shall apply to termination of Executive's employment on or following a Change of Control:
Termination of Employment Following a Change of Control. 7.1 If the employment of the Executive is terminated by the Corporation within twelve (12) months following a Change of Control, without Cause by the Corporation or by the Executive for Good Reason, the whole as defined in Appendix 1, the Executive shall receive the following:
(a) An amount equivalent to eighteen (18) months of his annual Base Salary;
(b) An amount equivalent to 1.5 times the Annual Bonus, if any, which the Executive would have been entitled to receive in the year during which the Change of Control occurred; and
(c) An amount equivalent to eighteen (18) months of the cost of the benefits which were in force at the time of termination of the Executive’s employment, calculated on a yearly basis, including the car allowance, but excluding operating costs. However, Stock Options are expressly excluded from this provision and the Executive shall be treated, in this regard, in accordance with the terms of the Plan.
Termination of Employment Following a Change of Control. If any of the events described in Article 2 constituting a Change of Control of Callon shall have occurred, Executive shall be entitled to the benefits provided in Article 5, and upon the subsequent termination of his employment the benefits provided in Article 4, provided that such termination occurs within two (2) years following a Change of Control of Callon (unless such termination is on account of Executive’s death, in which case such termination must occur within six (6) months following a Change of Control of Callon), unless such termination is: (a) because of his “Disability” (as defined in Section 3.1), (b) by Callon for “
Termination of Employment Following a Change of Control. (1) Executive shall be entitled to terminate Executive's employment hereunder pursuant to the provisions of this Section 6(f) if (i) within one year following a "Change of Control of UTi Worldwide" (as defined below), (a) Executive terminates his employment for Good Reason (as defined above), or (b) the Company terminates Executive's employment other than for Cause, death or disability, or (ii) after the one (1) year anniversary of a Change of Control of UTi Worldwide, Executive is still employed hereunder and Executive gives written notice to the Company of Executive's voluntary resignation within the thirty (30) day period commencing on the one (1) year anniversary of the Change of Control of UTi Worldwide.
(2) For purposes of this Agreement, a "Change of Control of UTi Worldwide" shall be deemed to have occurred if:
A. The shareholders of UTi Worldwide approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of UTi Worldwide's assets and properties.
B. Any "person" (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) is or becomes the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), directly or indirectly, of securities of UTi Worldwide representing fifty percent (50%) or more of the combined voting power of UTi Worldwide's then outstanding securities; provided, however, that the following shall not constitute a "Change in Control" of UTi Worldwide:
(i) any acquisition directly from UTi Worldwide (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or
(ii) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by UTi Worldwide or any corporation controlled by UTi Worldwide; or
(iii) any acquisition by any person who as of the date of this Agreement is a director of UTi Worldwide or by any "person" (as used in Section 13(d) and Section 14(d) of the Exchange Act) controlled by such director.
C. During any period of two (2) consecutive years during the term of this Agreement, individuals who at the beginning of such period constitute the Board of Directors of UTi Worldwide cease to constitute at least a majority thereof, unless the election of each director who is not a director at the beginning of such period has been approved in advance by directors representing at leas...
Termination of Employment Following a Change of Control. If a Change in Control (as defined in Section 3 of this Agreement) shall occur and thereafter, there shall be:
(a) any involuntary termination of Executive’s employment (other than for a disability wherein Executive is unable to perform all of his essential job functions taking into account any reasonable accommodations);
(b) 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;
(c) the assignment to Executive of duties inconsistent with Executive’s office on the Date of Change in Control or as the same may be increased from time to time after the Change in Control;
(d) any reassignment of Executive to a location greater than twenty-five (25) miles from the location of Executive’s office on the date of the Change in Control;
(e) any reduction in Executive’s Annual Base Salary 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;
(f) any failure to provide Executive with benefits at least as favorable as those enjoyed by Executive under any of Corporation’s 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; then, at the option of Executive, exercisable by Executive within180 days of a Change in Control, 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.
Termination of Employment Following a Change of Control. Following a Change of Control, if the Employee's employment is terminated for any reason other than Cause, death or Disability, or if the Employee voluntarily terminates his employment within a period of six (6) months following the Change of Control, then the Company shall pay to the Employee the Accrued Obligations and an amount equal to 2.99 times the sum of the Employee's annual base salary and the highest annual bonus paid to the Employee during the Employee's tenure with the Company; and for eighteen (18) months after the Employee's date of termination, the Company shall continue group medical benefits to the Employee and/or the Employee's family at least equal to those which would have been provided to them in accordance with the plans if the Employee's employment had not been terminated; provided, however, that if the Employee becomes re-employed with another employer and is eligible to receive group medical benefits under another employer provided plan, the medical benefits described herein shall be secondary to those provided under such other plan during such applicable period of eligibility. In addition, the Company shall, at its sole expense as incurred, provide the Employee with outplacement services, the scope and provider of which shall be selected by the Employee in his sole discretion, and the Company shall assign to the Employee ownership of any life insurance policies owned by the Company insuring the Employee's life.
Termination of Employment Following a Change of Control. Any unvested portion of the Restricted Stock Units that have been substituted or replaced with an equivalent award by the successor will vest immediately upon the termination of your employment by Arrow without Cause, or by you for Good Reason, in either such case occurring within two (2) years after a Change of Control of Arrow (an “Involuntary Termination”). If your employment ends for any reason (other than as described in Section 3 through 5 above) before your Restricted Stock Units fully vest, the unvested portion of the Restricted Stock Units will be forfeited and there will be no payment or delivery of Shares to you related to such forfeited Restricted Stock Units. The terms “Cause,” “Change of Control,” “Competing Business,” “Disability,” “Good Reason,” and “Retirement,” as used in this Agreement are defined in Section 16below.
Termination of Employment Following a Change of Control. Following a Change in Control (as defined in Section 3 below) while employed by the Bank, the Executive shall be entitled to the benefits provided herein upon the termination of his employment with the Bank (or its parent or subsidiaries) within the two year period after the Change in Control which occurs during the term of this Agreement, provided that such termination is (a) other than for Cause or (b) by the Executive of Good Reason (as defined in Section 7 below). The Executive shall not be entitled to the benefits of this Agreement if the Executive’s employment terminates pursuant to normal retirement, by reason of death or total and permanent disability or pursuant to Section 8b hereof. For the purposes of this Agreement, “total and permanent disability” means a condition which prevents the Executive form performing to a significant degree the essential duties of his 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 of Control. (i) If a “Change of Control of the Company” occurs and either (A) Executive terminates his employment for Good Reason within twelve (12) months of the occurrence of a Change of Control of the Company or (B) the Company or purchaser terminates Executive’s employment other than for Cause, death or disability, then the Company shall pay to Executive in a single lump-sum payment an amount equal to the sum of: (1) the Minimum Termination Payments, and (2) an amount equal to the annual base salary rate then in effect for Executive. The Executive will also be eligible to continue his participation in the Company’s Health, Dental and Vision benefit plans upon the same terms and contributions in effect immediately prior to the Executive’s termination. Executive shall not be entitled to receive any such payment from the Company unless and until a general release is signed by the Executive in a form acceptable the Company.
(ii) For purposes of this Agreement, a “Change of Control of the Company” shall be deemed to have occurred if:
(A) the shareholders of the Company approve a definitive agreement to sell, transfer, or otherwise dispose of all or substantially all of the Company’s assets and properties; or
(B) any “person” (as such term is used in Section 13(d) and 14(d) of the Securities Exchange Act of 1934) (other than ▇▇▇▇▇▇▇ Corporation or any affiliate of ▇▇▇▇▇▇▇ Corporation is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company’s then outstanding securities; provided, however, that the following shall not constitute a “Change in Control” of the Company:
(1) any acquisition directly from the Company (excluding any acquisition resulting from the exercise of a conversion or exchange privilege in respect of outstanding convertible or exchangeable securities); or
(2) any acquisition by an employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company; or
(C) the shareholders of the Company approve the dissolution or liquidation of the Company; or
(D) the shareholders of the Company approve a definitive agreement to merge or consolidate the Company with or into another entity or entities, the result of which merger or consolidation is that less than 50% of the outstanding voting securities of the surviving or resulti...