Termination Following Change in Control definition

Termination Following Change in Control as further described in the Plan, if a Replacement Award is provided following a Change in Control, but within 24 months of such Change in Control the Participant’s employment is terminated without Cause (as defined in the Company’s Change in Control Severance Plan) or by the Participant for Good Reason (as defined in the Company’s Change in Control Severance Plan), the Replacement Award will vest and will be paid to the Participant on the original stated vested date set forth in paragraph 2.
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Termination Following Change in Control. If the Company or any successor terminates this Agreement at any time during the Employment Period following a Change in Control of the Company: (i) Executive shall be entitled to an amount equal to the Salary which would otherwise be payable over the remaining term of this Agreement, payable in a lump sum within thirty (30) days after the date of such termination of employment; and (ii) any outstanding Awards (including substituted shares of the acquiring or surviving Company in the case of a merger or acquisition) held by Executive or other benefits under any Company plan or program, which have not vested in accordance with their terms will become fully vested and exercisable at the time of such termination. Notwithstanding any other provision of this Agreement to the contrary, no amount that constitutes deferred compensation within the meaning of Section 409A shall be paid to Executive on account of a Change in Control, an Ownership Change Event or a Transaction unless such event constitutes a change in the ownership of the Company or a change in the ownership of a substantial portion of the assets of the Company within the meaning of Section 409A.”
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Examples of Termination Following Change in Control in a sentence

  • If such resignation occurs other than within twelve (12) months after a Change in Control occurs, Executive’s resulting termination of employment shall be considered as other than Termination Following Change in Control.

  • Payment of any amount whatsoever pursuant to Section 14 (Termination by Executive), Section 15 (Termination by the Company Without Cause), Section 16 (Termination by the Company for Cause), or Section 17 (Termination Following Change in Control) shall be subject to the withholding of all applicable statutory deductions by the Company.

  • Payment of any amount whatsoever pursuant to Section 14 (Termination by Executive), Section 15 (Termination by the Corporation Without Cause), Section 16 (Termination by the Corporation for Cause), or Section 17 (Termination Following Change in Control) shall be subject to the withholding of all applicable statutory deductions by the Corporation.

  • The voluntary termination by the Executive of his employment by the Company shall in no event constitute a "Termination Following Change in Control".

  • The voluntary termination by the Executive of his employment by the Company other than for good reason shall in no event constitute a "Termination Following Change in Control".

  • Payment of any amount whatsoever pursuant to Section 13 (Termination by Executive), Section 14 (Termination by the Corporation Without Cause), Section 15 (Termination by the Corporation for Cause), or Section 16 (Termination Following Change in Control) shall be subject to the withholding of all applicable statutory deductions by the Corporation.

  • Payment of any amount whatsoever pursuant to Section 17 (Termination by Executive), Section 18 (Termination by the Corporation Without Cause), Section 19 (Termination by the Corporation for Cause), or Section 20 (Termination Following Change in Control) shall be subject to the withholding of all applicable statutory deductions by the Corporation.

  • Payment of any amount whatsoever pursuant to Section 100 (Termination by the Corporation Without Cause) or Section 177 (Termination Following Change in Control) shall be subject to the withholding of all applicable statutory deductions by the Corporation.

  • Payment of any amount whatsoever pursuant to Section 15 (Termination by Executive), Section 16 (Termination by the Company Without Cause), Section 17 (Termination by the Company for Cause), or Section 18 (Termination Following Change in Control) shall be subject to the withholding of all applicable statutory deductions by the Company.

  • This Agreement sets forth the Special Compensation (as defined in Section 3 below) which the Company agrees it will pay to the Executive upon a --------- Termination Following Change in Control (as defined in Section 1 (p) below).

Related to Termination Following Change in Control

  • Qualifying Change in Control means the date on which there occurs a Change in Control that also qualifies as: (i) a change in the ownership of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(v) of the Treasury Regulations, (ii) a change in the effective control of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vi) of the Treasury Regulations, or (iii) a change in the ownership of a substantial portion of the assets of the Corporation, as determined in accordance with Section 1.409A-3(i)((5)(vii) of the Treasury Regulations.

  • Pending Change of Control means: (i) the signing of a definitive agreement for a transaction which, if consummated, would result in a Change of Control; (ii) the commencement of a tender offer which, if successful, would result in a Change of Control; or (iii) the circulation of a proxy statement seeking proxies in opposition to management in an election contest which, if successful, would result in a Change of Control.

  • Termination After Change in Control means either of the following events occurring within twelve (12) months after a Change in Control:

  • Change in Control Date means the date on which a Change in Control occurs.

  • 409A Change in Control means a "Change in Control" which also constitutes a change in ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all within the meaning of § 409A.