Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon Change in Control, Employee shall be entitled to the following separation benefits: (i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination; (ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time of the Change in Control, or (2) Employee's salary and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices; (iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment; (iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and (v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control, (1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and (2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee. (b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company. (c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4. (d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 3 contracts
Sources: Salary Continuation Agreement (Network Peripherals Inc), Salary Continuation Agreement (Network Peripherals Inc), Salary Continuation Agreement (Network Peripherals Inc)
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject.
(2b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's last regular annual bonus over (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's annual base salary at the preceding twelve (12) months, rate in either case less applicable withholding, payable effect immediately before the Change in accordance with the Company's normal payroll practices;Control Event).
(iiic) within ten (10) days of submission of proper expense reports by the EmployeeIf a Change in Control Event occurs, the Company Employee shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee also be entitled to continue to participate in connection with the business of the Company prior to his termination of employment;
(iv) continued provision each of the Company's standard employee benefit plans, policies or arrangements which provide insurance and medical insurance coverages through benefits on the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period same basis as was provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable Control Event for a period of at least one (1) year, subject to any longer periods for exercise twelve months after the date of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all termination of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Companyemployment.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 3 contracts
Sources: Change in Control Agreement (M.D.C. Holdings, Inc.), Change in Control Agreement (M.D.C. Holdings, Inc.), Change in Control Agreement (MDC Holdings Inc)
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or (2) the Employee's salary election to exercise such options and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee rights pursuant hereto shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company no effect and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock 's options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply restrictions to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employeewhich they were originally subject.
(b) The Employee's entitlement If a "Change in Control Event" (as defined in Appendix A to any benefits under Section 4 is conditioned upon this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's execution employment, if not already terminated by the Company, and delivery in either event to receive an amount equal to the Company product of two times the sum of (i) a general release of claims Employee's annual base salary at the rate in a form satisfactory to effect immediately before the Company Change in Control Event and (ii) a resignation from all an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee's positions with annual base salary at the Company (with rate in effect immediately before the exception of any continued employment for the purposes set forth Change in Section 4(aControl Event)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 2 contracts
Sources: Change in Control Agreement (MDC Holdings Inc), Change in Control Agreement (MDC Holdings Inc)
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or the Employee’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee’s options shall remain subject to the restrictions to which they were originally subject.
(2b) If a “Change in Control Event” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the sum of (i) Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee’s target annual bonus over for the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;current year.
(iiic) within ten (10) days of submission of proper expense reports by the EmployeeIf a Change in Control Event occurs, the Company Employee shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee also be entitled to continue to participate in connection with the business of the Company prior to his termination of employment;
(iv) continued provision each of the Company's standard ’s employee benefit plans, policies or arrangements which provide insurance and medical insurance coverages through benefits on the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period same basis as was provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable Control Event for a period of at least one (1) year, subject to any longer periods for exercise twelve months after the date of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all termination of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company’s employment.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 2 contracts
Sources: Change in Control and Separation Agreement (MDC Holdings Inc), Change in Control and Separation Agreement (MDC Holdings Inc)
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon Change in Control, Employee shall be entitled to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one six (16) year months following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time of the Change in Control, or (2) Employee's salary and bonus over the preceding twelve six (126) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 2 contracts
Sources: Salary Continuation Agreement (Network Peripherals Inc), Salary Continuation Agreement (Network Peripherals Inc)
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon Change in Control, Employee shall be entitled to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one four (14) year months following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time of the Change in Control, or (2) Employee's salary and bonus over the preceding twelve four (124) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract
Sources: Salary Continuation Agreement (Network Peripherals Inc)
Termination Upon Change in Control. (a) In the event that a Change in Control (as defined in Delta's 2001 Incentive Plan, as amended, or as now or later defined by rules and regulations of the EmployeeS.E.C.) of the Company or a sale of all or a majority of the Company's Termination Upon Change assets shall occur at any time during the Employment Period, as a result of which ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is not thereafter the Company's CEO and the Board of Directors appoints a person other than Employee to serve in Controlthe capacity for which Employee is employed hereunder, or as a result of which Employee shall elect to resign his executive position hereunder, Employee nevertheless shall be entitled to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer and subject to all of the Company shall terminate immediately; howeverterms and conditions set forth herein, including, without limitation, the right to receive full compensation, funding and reimbursement as provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee continues to perform any services for the Company. In addition, in the event of any such Change in Control or sale, and if ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ is not thereafter the Company's CEO, irrespective of any resulting termination or resignation, the Company shall continue Employee's employment as a non-officer employee immediately cause all of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time outstanding unexercised options or warrants, granted under any of the Change in Control, or (2) Employee's salary and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports incentive plans or otherwise, to be exercised by the EmployeeCompany on behalf of Employee with the Company paying, waiving or otherwise being responsible for the exercise prices therefore and, in addition, the Company shall reimburse the thereupon pay to Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior an amount equal to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution estimated federal, state and delivery local taxes applicable to the Company exercise of (i) a general release of claims said warrants or options. All shares underlying said options or warrants shall be issued to Employee immediately thereafter and all shares shall be covered by and included in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions an effective S-8 or other appropriate registration statement filed with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.S.E.
Appears in 1 contract
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or the Employee’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee’s options shall remain subject to the restrictions to which they were originally subject.
(2b) If a “Change in Control Event” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the sum of (i) Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee’s last regular annual bonus over (provided that for purposes hereof such regular bonus shall not exceed 50% of Employee’s annual base salary at the preceding twelve (12) months, rate in either case less applicable withholding, payable effect immediately before the Change in accordance with the Company's normal payroll practices;Control Event).
(iiic) within ten (10) days of submission of proper expense reports by the EmployeeIf a Change in Control Event occurs, the Company Employee shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee also be entitled to continue to participate in connection with the business of the Company prior to his termination of employment;
(iv) continued provision each of the Company's standard ’s employee benefit plans, policies or arrangements which provide insurance and medical insurance coverages through benefits on the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period same basis as was provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable Control Event for a period of at least one (1) year, subject to any longer periods for exercise twelve months after the date of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all termination of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company’s employment.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract
Sources: Change in Control and Separation Agreement (MDC Holdings Inc)
Termination Upon Change in Control. In the event the Employee's ---------------------------------- employment is terminated in a Termination Upon a Change in Control, the Employee shall be paid the following as severance compensation:
(a) For two (2) years following such termination of employment, an amount (payable on the dates specified in subsection 4.1 except as otherwise provided herein) equal to the sum of (i) the Base Salary at the rate payable at the time of such termination and (ii) the average of the annual bonus earned by the Employee in the two (2) years immediately preceding the date of termination.
(b) In the event that the Employee is not otherwise entitled to fully exercise all awards granted to him under the Company's Incentive Stock Plan (or any other stock plan approved by the Company's Board of Directors and/or shareholders), and the Incentive Stock Plan (or other stock plan approved by the Company's Board of Directors and/or shareholders) does not otherwise provide for acceleration of exercisability upon the occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control.
(c) The Employee shall continue to accrue retirement benefits and shall continue to enjoy any benefits under any plans of the Company in which the Employee is a participant to the full extent of the Employee's Termination Upon Change in Controlrights under such plans, Employee shall be entitled to the following separation benefits:
(i) those benefits earned including any perquisites provided under Section 2 (other than any unpaid incentive bonus) this Agreement, through the date of Employee's termination;
(ii) Employee's employment as an officer remainder of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time of the Change in Control, or (2) Employee's salary and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA)Employment Term; provided, however, that in the event Employee becomes covered benefits under another employer's group health plan during the period provided for herein, any such plans of the Company in which the Employee is a participant, including any such perquisites, shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery obtaining other employment. If necessary to provide such benefits to the Employee, the Company of shall, at its election, either: (i) a general release of claims amend its employee benefit plans to provide the benefits described in a form satisfactory this paragraph (c), to the Company extent that such is permissible under the nondiscrimination requirements and other provisions of the Internal Revenue Code of 1986 (the "Code") and the provisions of the Employee Retirement Income Security Act of 1974, or (ii) a resignation from all provide separate benefit arrangements or cash payments so that the Employee receives amounts equivalent thereto, net of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Companytax consequences.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or the Employee's election to exercise such options and rights pursuant hereto shall be of no effect and the Employee's options shall remain subject to the restrictions to which they were originally subject.
(2b) If a "Change in Control Event" (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's employment, if not already terminated by the Company, and in either event to receive an amount equal to the sum of (i) Employee's annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee's last regular annual bonus over (provided that for purposes hereof such regular bonus amount shall not exceed 50% of Employee's annual base salary at the preceding twelve (12) months, rate in either case less applicable withholding, payable effect immediately before the Change in accordance with the Company's normal payroll practices;Control Event).
(iiic) within ten (10) days of submission of proper expense reports by the EmployeeIf a Change in Control Event occurs, the Company Employee shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee also be entitled to continue to participate in connection with the business of the Company prior to his termination of employment;
(iv) continued provision each of the Company's standard employee benefit plans, policies or arrangements which provide insurance and medical insurance coverages through benefits on the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period same basis as was provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable Control Event for a period of at least one (1) year, subject to any longer periods for exercise twelve months after the date of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all termination of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Companyemployment.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract
Sources: Change in Control Agreement (M.D.C. Holdings, Inc.)
Termination Upon Change in Control. In the event Executive’s employment is terminated in a Termination Upon a Change in Control, Executive shall be paid the following as severance compensation within 30 days after such termination:
(a) An amount equal to Executive’s Base Salary as in effect on Executive’s termination of employment payable for two (1) years following such termination of employment discounted to the net present value of such payments using as a discount rate, the prime rate as reported in the Wall Street Journal as the date of such termination of employment and (ii) an amount equal to the Targeted Bonuses due (based on the Base Salary then in effect) for the year in which such termination of employment occurs (determined as though all requisite targets were fully and completely achieved).
(b) In the event of the Employee's Termination Upon Change in Control, Employee shall be that Executive is not otherwise entitled to the following separation benefits:
(i) those benefits earned fully exercise all awards granted to him under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of stock option plan maintained by the Company shall terminate immediately; however, and any such plan does not otherwise provide for acceleration of exerciseability upon the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time occurrence of the Change in Control described herein, such awards shall become immediately exercisable upon a Change in Control, or (2) Employee's salary and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;.
(iiic) within ten All restricted stock granted to Executive will vest and become transferable.
(10d) days Executive shall for one year following termination of submission of proper expense reports by the Employee, the Company employment continue to accrue retirement benefits and shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business continue to enjoy any benefits under any plans of the Company prior in which Executive is a participant to his termination the full extent of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafterExecutive’s rights under such plans, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA)including any perquisites provided under this Agreement; provided, however, that the benefits under any such plans of the Company in the event Employee becomes covered under another employer's group health plan during the period provided for hereinwhich Executive is a participant, including any such perquisites, shall cease upon Executive’s obtaining other employment. If necessary to provide such benefits to Executive, the Company shall cease provision of continued group health insurance for Employee; and
shall, at its election, either: (vi) notwithstanding any provisions amend its employee benefit plans to provide the benefits described in this paragraph (c), to the contrary contained in any stock option agreement between extent that such is permissible under the Company nondiscrimination requirements and other provisions of the Employee, upon a Termination Upon Change in Control,
Internal Revenue Code of 1986 (1the “Code”) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to and the provisions of Section 5Executive Retirement Income Security Act of 1974, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions with to the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) extent that doing so will not result in a form satisfactory to the Companyviolation of Code Section 409A, provide separate benefit arrangements or cash payments so that Executive receives amounts equivalent thereto, net of tax consequences.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract
Sources: Executive Employment Agreement (Enterprise Financial Services Corp)
Termination Upon Change in Control. (a) In the event that a Change in Control (as defined in Delta's 2001 Incentive Plan, as amended, or as now or later defined by rules and regulations of the EmployeeS.E.C.) of the Company or a sale of all or a majority of the Company's Termination Upon Change assets shall occur at any time during the Employment Period, as a result of which the Board of Directors appoints a person other than Employee to serve in Controlthe capacity for which Employee is employed hereunder, or as a result of which Employee shall elect to resign his executive position hereunder, Employee nevertheless shall be entitled to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer and subject to all of the Company shall terminate immediately; howeverterms and conditions set forth herein, including, without limitation, the right to receive full compensation, funding and reimbursement as provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee continues to perform any services for the Company. In addition, in the event of any such Change in Control or sale, irrespective of any resulting termination or resignation, the Company shall continue Employee's employment as a non-officer employee immediately cause all of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time outstanding unexercised options or warrants, granted under any of the Change in Control, or (2) Employee's salary and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports incentive plans or otherwise, to be exercised by the EmployeeCompany on behalf of Employee with the Company paying, waiving or otherwise being responsible for the exercise prices therefore and, in addition, the Company shall reimburse the thereupon pay to Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior an amount equal to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution estimated federal, state and delivery local taxes applicable to the Company exercise of (i) a general release of claims said warrants or options. All shares underlying said options or warrants shall be issued to Employee immediately thereafter and all shares shall be covered by and included in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions an effective S-8 or other appropriate registration statement filed with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.S.E.
Appears in 1 contract
Termination Upon Change in Control. (a) In the event that a Change in Control (as defined in Delta's 1993 Incentive Plan, as amended, or as now or later defined by rules and regulations of the EmployeeS.E.C.) of the Company or a sale of all or a majority of the Company's Termination Upon Change assets shall occur at any time during the Employment Period, as a result of which the Board of Directors appoints a person other than Employee to serve in Controlthe capacity for which Employee is employed hereunder, or as a result of which Employee shall elect to resign his executive position hereunder, Employee nevertheless shall be entitled to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer and subject to all of the Company shall terminate immediately; howeverterms and conditions set forth herein, including, without limitation, the right to receive full compensation, funding and reimbursement as provided in Paragraphs 4, 5, 6 and 7 hereof regardless of whether Employee continues to perform any services for the Company. In addition, in the event of any such Change in Control or sale, irrespective of any resulting termination or resignation, the Company shall continue Employee's employment as a non-officer employee immediately cause all of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at outstanding unexercised options or warrants, granted under the time of the Change in Control1993 Incentive Plan, as amended, or (2) Employee's salary and bonus over otherwise, to be exercised by the preceding twelve (12) monthsCompany on behalf of Employee with the Company paying, waiving or otherwise being responsible for the exercise prices therefore and, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports by the Employeeaddition, the Company shall reimburse the thereupon pay to Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior an amount equal to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution estimated federal, state and delivery local taxes applicable to the Company exercise of (i) a general release of claims said warrants or options. All shares underlying said options or warrants shall be issued to Employee immediately thereafter and all shares shall be covered by and included in a form satisfactory to the Company and (ii) a resignation from all of Employee's positions an effective S-8 or similar registration statement filed with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.S.E.
Appears in 1 contract
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or the Employee’s election to exercise such options and rights pursuant hereto shall be of no effect and the Employee’s options shall remain subject to the restrictions to which they were originally subject.
(2b) If a “Change in Control Event” (as defined in Appendix A to this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee’s employment, if not already terminated by the Company, and in either event to receive an amount equal to the product of two times the sum of (i) Employee's ’s annual base salary at the rate in effect immediately before the Change in Control Event and (ii) an amount equal to Employee’s last regular annual bonus over (provided that for purposes hereof such regular annual bonus amount shall not exceed 50% of Employee’s annual base salary at the preceding twelve (12) months, rate in either case less applicable withholding, payable effect immediately before the Change in accordance with the Company's normal payroll practices;Control Event).
(iiic) within ten (10) days of submission of proper expense reports by the EmployeeIf a Change in Control Event occurs, the Company Employee shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee also be entitled to continue to participate in connection with the business of the Company prior to his termination of employment;
(iv) continued provision each of the Company's standard ’s employee benefit plans, policies or arrangements which provide insurance and medical insurance coverages through benefits on the end of the Severance Period; thereafter, Employee shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period same basis as was provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock options shall remain exercisable Control Event for a period of at least one (1) year, subject to any longer periods for exercise twelve months after the date of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employee.
(b) The Employee's entitlement to any benefits under Section 4 is conditioned upon the Employee's execution and delivery to the Company of (i) a general release of claims in a form satisfactory to the Company and (ii) a resignation from all termination of Employee's positions with the Company (with the exception of any continued employment for the purposes set forth in Section 4(a)) in a form satisfactory to the Company’s employment.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract
Termination Upon Change in Control. (a) In the event of the Employee's Termination Upon If a Change in ControlControl occurs, all options, dividend equivalents and other rights granted to the Employee under any Company equity incentive plans shall be entitled accelerated and shall become exercisable immediately prior to the following separation benefits:
(i) those benefits earned under Section 2 (other than any unpaid incentive bonus) through the date of Employee's termination;
(ii) Employee's employment as an officer of the Company shall terminate immediately; however, the Company shall continue Employee's employment as a non-officer employee of the Company for a period of one (1) year following the date of the Employee's termination (the "Severance Period"). During such period, Employee shall be entitled to the greater of (1) Employee's then current salary at the time closing of the Change in ControlControl so as to permit the Employee fully to exercise all outstanding options and rights. If the Change in Control is not consummated, or (2) the Employee's salary election to exercise such options and bonus over the preceding twelve (12) months, in either case less applicable withholding, payable in accordance with the Company's normal payroll practices;
(iii) within ten (10) days of submission of proper expense reports by the Employee, the Company shall reimburse the Employee for all expenses reasonably and necessarily incurred by the Employee in connection with the business of the Company prior to his termination of employment;
(iv) continued provision of the Company's standard employee medical insurance coverages through the end of the Severance Period; thereafter, Employee rights pursuant hereto shall be entitled to elect continued medical insurance coverage in accordance with the applicable provisions of federal law (COBRA); provided, however, that in the event Employee becomes covered under another employer's group health plan during the period provided for herein, the Company shall cease provision of continued group health insurance for Employee; and
(v) notwithstanding any provisions to the contrary contained in any stock option agreement between the Company no effect and the Employee, upon a Termination Upon Change in Control,
(1) all stock options granted by the Company to the Employee prior to the Change in Control, which are not accelerated pursuant to the provisions of Section 5, shall become immediately exercisable and vested in full as of the time of such Termination Upon Change in Control; and
(2) all such stock 's options shall remain exercisable for a period of at least one (1) year, subject to any longer periods for exercise of such options set forth in the particular option agreements. This Subsection 4(a)(v) shall apply restrictions to all such stock option agreements, whether heretofore or hereafter entered into between the Company and the Employeewhich they were originally subject.
(b) The Employee's entitlement If a "Change in Control Event" (as defined in Appendix A to any benefits under Section 4 is conditioned upon this Agreement) occurs, the Employee shall, if the Employee so elects by written notice to the Company within 90 days after such Change in Control Event, be entitled to terminate the Employee's execution employment, if not already terminated by the Company, and delivery in either event to receive an amount equal to the Company sum of (i) a general release of claims Employee's annual base salary at the rate in a form satisfactory to effect immediately before the Company Change in Control Event and (ii) a resignation from all an amount equal to Employee's last regular annual bonus (provided that for purposes hereof such regular bonus amount shall not exceed 50% of Employee's positions with annual base salary at the Company (with rate in effect immediately before the exception of any continued employment for the purposes set forth Change in Section 4(aControl Event)) in a form satisfactory to the Company.
(c) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity which offers products or services that are competitive with any products or services offered by the Company or with any products or services that Employee is aware the Company intends to offer, Employee shall be deemed to have resigned from his employment with the Company effective immediately upon such acceptance of employment or provision of services. Upon such resignation, Employee shall not be entitled to any further payments or benefits as provided under this Section 4.
(d) In the event that Employee accepts employment with, or provides any services to (whether as a partner, consultant, joint venturer or otherwise), any person or entity while Employee continues to receive any separation benefits pursuant to this Section 4, Employee shall immediately notify the Company of such acceptance and provide to the Company information with respect to such person or entity as the Company may reasonably request in order to determine if that person's or entity's products or services are competitive with the Company's.
Appears in 1 contract