Termination Upon Change in Control. For purposes of this Agreement, “Change in Control” is defined to mean the earlier occurrence of one of the following events, whether by a single transaction or in a series of related transactions: (i) a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the voting securities are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than any employee benefit plan, or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder), directly or indirectly, of securities of the Company representing 20 percent (20%) or more of the total voting power represented by the Company’s then outstanding voting securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of this Agreement upon or within one hundred twenty (120) days after a Change in Control, Employee shall be paid Employee’s then current salary earned through the Date of Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:
Appears in 2 contracts
Sources: Employment Agreement (Skechers Usa Inc), Employment Agreement (Skechers Usa Inc)
Termination Upon Change in Control. For purposes of this Agreement, “Change in Control” is defined to mean the earlier occurrence of one of the following events, whether by a single transaction or in a series of related transactions: (i) a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which entity, of more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than any employee benefit plan, or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder), directly or indirectly, of securities of the Company representing 20 percent (20%) or more of the total voting power represented by the Company’s then outstanding voting securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of this Agreement upon or within one hundred twenty (120) days after a Change in Control, Employee shall be paid Employee’s then current salary earned through the Date date of Terminationtermination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:then (i) the Company shall be obligated to pay Employee the total gross amount (the “Section 8.4(i) Amount”) equal to Employee’s salary for the remainder of the Term (at the annual rate payable at the time of such termination) plus an annual bonus for each of the remaining Fiscal Years in the Term equal to the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any Fiscal Year in the Term prior to Employee’s termination, less bonus amounts already paid for the Fiscal Year of termination, and (ii) the Company will, at its own expense, accelerate the vesting of all Company stock options and restricted Company stock held by the Employee, provided that such acceleration is allowed by the terms of the Restricted Stock Agreements and the Company’s Incentive Award Plan. The payments and benefits specified in (i) and (ii) of the preceding sentence will not be made, the “Waiver and Release Agreement” will become null and void, and Employee will not be entitled to any payments or benefits other than those specified in the first sentence of this Section 8.4, unless and until each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to the Company no later than five (5) working days after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be paid in one lump-sum payment that is payable on the Company’s first payroll date no earlier than six (6) months and one (1) day after the termination of Employee’s employment, and no later than seven (7) months after the termination of Employee’s employment. The payments and benefits under this Section 8.4 shall be in lieu of any payments or benefits due under Section 8.3. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G or Section 409A of the Internal Revenue Code, as determined by the Company, with the advice of its independent accounting firm or other tax advisors, then the payments or benefits shall be subject to modification as set forth hereafter in Section 18 or Section 19 of this Agreement.
Appears in 2 contracts
Sources: Employment Agreement (Skechers Usa Inc), Employment Agreement (Skechers Usa Inc)
Termination Upon Change in Control. For purposes Following a Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 5(a), (b), or (c) by delivering written notice of this Agreement, termination to the other Party no less than thirty (30) days before the Termination Date.
(i) A “Change in Control” is defined shall be deemed to mean have occurred upon the earlier occurrence of one first to occur of the following events, whether by a single transaction or in a series of related transactionsfollowing: (iA) any “person” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a merger, consolidation trustee or similar transaction involving (other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, indirectly by the stockholders of First Busey in substantially the Company immediately prior thereto do not ownsame proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, outstanding voting of securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the then outstanding voting securities are owned of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the Company after such sale, lease, license or other disposition directors when still in substantially office who either were directors at the same proportions as their ownership beginning of the Company immediately prior period or whose election or nomination for election was previously so approved) cease for any reason to such sale, lease, license or other dispositionconstitute a majority of the Board; or (iiiC) the acquisition by consummation of (1) a merger or consolidation of First Busey with any Person (other corporation, other than any employee benefit plan, a merger or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined consolidation that would result in the Securities Exchange Act voting securities of 1934, as amended, First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or the rules and regulations thereunder), directly or indirectly, of by being converted into voting securities of the Company representing 20 surviving entity) more than fifty percent (2050%) or more of the total voting power represented by the Company’s then voting securities of First Busey or such surviving entity outstanding voting securities. If Employee’s employment is terminated by immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of, or an agreement for the Company sale or its successor without Cause during other disposition of all or substantially all of the Term of this Agreement upon or within one hundred twenty assets of, First Busey.
(120ii) days after a Change in ControlNotwithstanding Section 5(d)(i), Employee shall be paid Employee’s then current salary earned through the Date of Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or within one hundred twenty (120) days after event in question does not constitute a Change in Control, and if in connection with Control for the termination purposes of his employment by the Company Employee executes a “Waiver and Release this Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:.
Appears in 2 contracts
Sources: Employment Agreement (First Busey Corp /Nv/), Employment Agreement (First Busey Corp /Nv/)
Termination Upon Change in Control. For purposes of this Agreement, “Change in Control” is defined to mean the earlier occurrence of one of the following events, whether by a single transaction or in a series of related transactions: (i) a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which entity, of more than fifty percent (50%) of the combined voting power of the voting securities of which are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than any employee benefit plan, or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder), directly or indirectly, of securities of the Company representing 20 percent (20%) or more of the total voting power represented by the Company’s then outstanding voting securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of this Agreement upon or within one hundred twenty (120) days after a Change in Control, Employee shall be paid Employee’s then current salary earned through the Date date of Terminationtermination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:then (i) the Company shall be obligated to pay Employee the total gross amount (the “Section 8.4(i) Amount”) equal to Employee’s salary for the remainder of the four year Term (at the annual rate payable at the time of such termination) plus an annual bonus for each of the remaining Fiscal Years in the four year Term equal to the highest amount of the bonus specified in Section 4.2, above, that was earned by Employee in any Fiscal Year in the four year Term prior to Employee’s termination, less bonus amounts already paid for the Fiscal Year of termination, and (ii) the Company will, at its own expense, accelerate the vesting of all Company stock options and restricted Company stock held by the Employee, provided that such acceleration is allowed by the terms of the Company’s 2007 Incentive Award Plan and the Restricted Stock Agreement. The payments and benefits specified in (i) and (ii) of the preceding sentence will not be made, the “Waiver and Release Agreement” will become null and void, and Employee will not be entitled to any payments or benefits other than those specified in the first sentence of this Section 8.4, unless and until each of the following four conditions are satisfied: (a) Employee executes the “Waiver and Release Agreement” within twenty-one (21) days after receiving it, (b) Employee returns the executed “Waiver and Release Agreement” to the Company no later than five (5) working days after executing it, (c) the “Waiver and Release Agreement” by its terms becomes effective and enforceable after the seven (7) day revocation period specified in the “Waiver and Release Agreement” has expired without revocation by Employee, and (d) Employee returns all Records (as defined in Section 10, below) to the Company no later than five (5) working days after the termination of his employment. Moreover, Employee acknowledges and agrees that, if the Section 8.4(i) Amount exceeds the Separation Pay Limitation, then the maximum amount which would not exceed the Separation Pay Limitation shall be paid in one lump-sum payment on the first Company payroll date which follows the end of the month in which occurs the last of the events specified in (a)-(d) of the immediately preceding sentence. The balance of the Section 8.4(i) Amount shall be paid in one lump-sum payment that is payable on the Company’s first payroll date no earlier than six (6) months and one (1) day after the termination of Employee’s employment, and no later than seven (7) months after the termination of Employee’s employment. The payments and benefits under this Section 8.4 shall be in lieu of any payments or benefits due under Section 8.3. Notwithstanding the foregoing or any other provision of this Agreement, if any part or all of the payments or benefits specified in this Section 8.4 are subject to taxation under Section 280G or Section 409A of the Internal Revenue Code, as determined by the Company, with the advice of its independent accounting firm or other tax advisors, then the payments or benefits shall be subject to modification as set forth hereafter in Section 18 or Section 19 of this Agreement.
Appears in 1 contract
Termination Upon Change in Control. If prior to the expiration of this Agreement there shall occur a “change in control” as defined herein, D▇. ▇▇▇▇▇▇▇ shall receive, within five (5) days after such termination from the Corporation or its successor, a lump sum payment equal to three (3) times his base salary during the last fiscal year in which D▇. ▇▇▇▇▇▇▇ is associated with the Corporation. For the purposes hereof, “change in control” shall mean a change in control of a nature that would be required to be reported in response to Item 5 of Schedule 14D promulgated pursuant to Section 14 of the Securities Exchange Act of 1934, as amended (the “1934 Act”), whether or not the Corporation is then subject to such reporting requirements; provided that, without limitations, such a change in control shall be deemed to have occurred if (i) any person other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation is or becomes the beneficial owner, directly or indirectly, of securities of the Corporation representing twenty percent (20%) or more of the combined voting power of the Corporation’s then outstanding securities and thereafter the Board adopts a resolution to the effect that, for the purposes of this Agreement, “Change a change in Control” is defined to mean the earlier occurrence of one control of the following eventsCorporation has occurred; such ownership shall be as defined pursuant to Rule 13d-3 of the 1934 Act and includes mergers or acquisitions whereby an outside party has in excess of twenty percent (20%) of the combined voting power; (ii) when the Corporation merges or consolidates with any other person or, whether by entity other than a single transaction or in a series of related transactions: (i) a merger, consolidation or similar transaction involving (directly or indirectly) the Company subsidiary and, immediately after the upon consummation of such merger, consolidation or similar transaction, the stockholders holders of the Company Corporation’s common stock immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more to such transaction own less than fifty percent (50%) of the combined outstanding voting power equity securities of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the voting securities are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other dispositionentity; or (iii) the acquisition by any Person (other than any employee benefit plan, or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder), directly or indirectly, of securities a substantial portion of the Company representing 20 percent (20%) or more assets of the total voting power represented by the Company’s then outstanding voting securities. If Employee’s employment is terminated by the Company Corporation are sold or its successor without Cause during the Term of this Agreement upon transferred to another person or within one hundred twenty (120) days after a Change in Control, Employee shall be paid Employee’s then current salary earned through the Date of Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:entity.
Appears in 1 contract
Termination Upon Change in Control. In the event that within twelve (12) months of a Change In Control of Employer or Getty Images Executive's employment is terminated without Cause (as such term is defined in Section 9(f) hereof) prior to the expiration of the initial term or any succeeding one (1) year term of this Agreement, Employer (or the successor thereto) shall pay Executive 200% of Executive's annual base 4 5 salary as determined at the time of termination of employment payable in a lump sum within thirty (30) days following the date of Executive's termination. Such payment shall be in addition to any and all other payments due Executive under this Agreement. For the purposes of this Agreement, “a "Change in Control” is defined to mean the earlier occurrence " of one of the following events, whether by a single transaction or in a series of related transactions: Employer means (i) a merger, consolidation the acquisition by any person of 50% or similar transaction involving more of Employer's then outstanding capital stock; or (directly or indirectlyii) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, approval by the stockholders of the Company immediately prior thereto do not own, directly Employer of a merger or indirectly, outstanding voting securities representing consolidation effecting a change in ownership of 50% or more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation outstanding capital stock of Employer or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition sale of all or substantially all of the consolidated assets of Employer; in each case, the Company and its subsidiariesacquiring persons in such merger, consolidation or sale shall be persons other than the stockholders of Employer, Getty Images or any Affiliate immediately prior to such transaction. For the purposes of this Agreement, a "Change in Control" of Getty Images means (i) any consolidation or merger of Getty Images in which the Getty Images is not the continuing or surviving corporation or pursuant to which shares of the Getty Images' common stock would be converted into cash, securities or other property, other than a consolidation or merger of Getty Images in which the beneficial holders of fifty-one percent (51%) or more of the Getty Images' common stock immediately prior to the merger have the same proportionate ownership of common stock of the surviving corporation directly or indirectly immediately after the merger; (ii) any sale, lease, license exchange or other disposition transfer of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the voting securities are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other dispositionGetty Images; or (iii) the acquisition by any Person or Persons (as hereinafter defined) other than any employee benefit plan, the current stockholders of Getty Images or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder), Persons who directly or indirectly, control, is controlled by or is under common control with or in any Shareholder (including any beneficiary of securities any trust which is the owner of common stock on the Company representing 20 date hereof) become owners of fifty-one percent (2051%) or more of the total voting power represented by Getty Images' outstanding common stock. For the Company’s then outstanding voting securities. If Employee’s employment is terminated by the Company or its successor without Cause during the Term of this Agreement upon or within one hundred twenty (120) days after purposes hereof, "Person" shall mean an individual, a Change in Controlpartnership, Employee shall be paid Employee’s then current salary earned through the Date of Terminationa joint venture, in addition to any accrued but unused vacationa joint stock company, a corporation, a trust, an unincorporated organization, and Employee shall be reimbursed for a government or governmental body, or any business expenses incurred by Employee in accordance with Section 5department, above. Employee shall be entitled to no further compensation agency or benefitspolitical subdivision, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control or within one hundred twenty (120) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:other entity.
Appears in 1 contract
Termination Upon Change in Control. For purposes During the initial or any successive term of this the Services Agreement, “RTI may terminate this Sublicense by written notice to Sublicensee immediately upon, or at any time after, the occurrence of any Change in Control” is defined . A "Change in Control" shall be deemed to mean have taken place upon the earlier occurrence of one any of the following events, whether by a single transaction or in a series of related transactions: following:
(ia) a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially Digital ceases to own all of the consolidated assets outstanding Voting Shares of the Company and its subsidiaries, Sublicensee;
(b) Digital acquires actual knowledge that any Person other than Digital, a sale, lease, license subsidiary of Digital or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the voting securities are owned by stockholders of the Company after such sale, lease, license or other disposition in substantially the same proportions as their ownership of the Company immediately prior to such sale, lease, license or other disposition; or (iii) the acquisition by any Person (other than any employee benefit plan, or related trust, plan(s) sponsored or maintained by Digital has acquired the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined in the Securities Exchange Act of 1934, as amended, or the rules and regulations thereunder)Ownership, directly or indirectly, of securities of the Company representing 20 percent (20%) Digital entitling such Person to 50% or more of the total voting power represented by Voting Power of Digital;
(i) A Tender Offer is made to acquire securities of Digital entitling the Company’s then outstanding voting securities. If Employee’s employment is terminated by holders thereof to 50% or more of the Company or its successor without Cause during Voting Power of Digital; or
(ii) Voting Shares are first purchased pursuant to any other Tender Offer;
(d) At any time less than 30% of the Term members of the Board of Directors of Digital shall be individuals who were either (i) directors on the effective date of this Agreement upon Sublicensee or within one hundred twenty (120ii) days after individuals whose election, or nomination for election, was approved by a Change vote (including a vote approving a merger or other agreement providing for the membership of such individuals on the Board of Directors) of a least two-thirds of the directors then still in Control, Employee shall be paid Employee’s then current salary earned through office who were directors on the Date of Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term effective date of this Agreement upon Sublicensee or who were so approved;
(e) The Board of Directors or stockholders of Digital or Sublicensee shall approve an agreement or plan providing for Digital or Sublicensee to be merged, consolidated or otherwise combined with, or for all or substantially all its assets or stock to be acquired by, another entity, as a Change in Control consequence of which the former stockholders of Digital or within one hundred twenty Sublicensee will own, immediately after such merger, consolidation, combination or acquisition, (120i) days after a Change in Control, and if in connection with the termination of his employment by the Company Employee executes a “Waiver and Release Agreement” in the form attached hereto as Attachment “Acase of Digital, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant less than a majority of the Voting Power of such surviving or acquiring entity or the parent thereof or (ii) in the case of Sublicensee, less than all of the Voting Power of such surviving or acquiring entity or the 100% parent thereof; or
(f) The Board of Directors or stockholders of Digital or Sublicensee shall approve any liquidation of all or substantially all of the assets of Digital or Sublicensee or any distribution to its security holders of assets of Digital or Sublicensee having a value equal to 30% or more or the total value of all the assets of Digital or Sublicensee. For purposes of this Section 8.3, the following terms and becomes effective and enforceable, thenshall have the following meanings:
Appears in 1 contract
Sources: Exclusive Distribution and Sublicense Agreement (Digital Recorders Inc)
Termination Upon Change in Control. For purposes Following a Change in Control, this Agreement and Executive’s employment hereunder may be terminated in accordance with Section 4(a), (b), or (c) by delivering written notice of this Agreement, termination to the other Party no less than thirty (30) days before the Termination Date.
(i) A “Change in Control” is defined shall be deemed to mean have occurred upon the earlier occurrence of one first to occur of the following events, whether by a single transaction or in a series of related transactionsfollowing: (iA) any “person” (within the meaning of Section 13(d) or 14(d) of the Securities Exchange Act of 1934 (the “1934 Act”)), other than a merger, consolidation trustee or similar transaction involving (other fiduciary holding securities under an employee benefit plan of First Busey or a corporation owned directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, indirectly by the stockholders of First Busey in substantially the Company immediately prior thereto do not ownsame proportions as their ownership of stock of First Busey, is or becomes a “beneficial owner” (within the meaning of Rule 13d-3 of the 1934 Act), directly or indirectly, outstanding voting of securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving entity in such merger, consolidation or similar transaction; (ii) a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its subsidiaries to an entity as to which more than fifty percent (50%) of the combined voting power of the then outstanding voting securities are owned of First Busey; (B) during any period of twelve (12) consecutive months, the individuals who at the beginning of such period constitute the Board (and any new director whose election by the Board or nomination for election by First Busey’s stockholders was approved by a vote of at least a majority of the Company after such sale, lease, license or other disposition directors when still in substantially office who either were directors at the same proportions as their ownership beginning of the Company immediately prior period or whose election or nomination for election was previously so approved) cease for any reason to such sale, lease, license or other dispositionconstitute a majority of the Board; or (iiiC) the acquisition by consummation of (1) a merger or consolidation of First Busey with any Person (other corporation, other than any employee benefit plan, a merger or related trust, sponsored or maintained by the Company) as Beneficial Owner (as ‘Person’ and ‘Beneficial Owner’ are defined consolidation that would result in the Securities Exchange Act voting securities of 1934, as amended, First Busey outstanding immediately prior thereto continuing to represent (either by remaining outstanding or the rules and regulations thereunder), directly or indirectly, of by being converted into voting securities of the Company representing 20 surviving entity) more than fifty percent (2050%) or more of the total voting power represented by the Company’s then voting securities of First Busey or such surviving entity outstanding voting securities. If Employee’s employment is terminated by immediately after such merger or consolidation; or (2) a complete liquidation or dissolution of, or an agreement for the Company sale or its successor without Cause during other disposition of all or substantially all of the Term of this Agreement upon or within one hundred twenty assets of, First Busey.
(120ii) days after a Change in ControlNotwithstanding Section 4(d)(i), Employee shall be paid Employee’s then current salary earned through the Date of Termination, in addition to any accrued but unused vacation, and Employee shall be reimbursed for any business expenses incurred by Employee in accordance with Section 5, above. Employee shall be entitled to no further compensation or benefits, provided, however, that that if the Company or its successor terminates Employee’s employment without Cause during the Term of this Agreement upon a Change in Control shall not be deemed to have occurred if Executive agrees in writing that the transaction or within one hundred twenty (120) days after event in question does not constitute a Change in Control, and if in connection with Control for the termination purposes of his employment by the Company Employee executes a “Waiver and Release this Agreement” in the form attached hereto as Attachment “A, and if that “Waiver and Release Agreement” is not revoked by Employee pursuant to its terms and becomes effective and enforceable, then:.
Appears in 1 contract