Termination In Connection With A Change In Control definition
Termination In Connection With A Change In Control means:
(i) Subject to the requirements of Section 2, a Termination of Employment at the time of or within two (2) years after a Change in Control either:
A. initiated by the Company or its affiliates for any reason other than (I) Employee’s death, continuous illness, injury or incapacity for a period of twelve (12) consecutive months, or (II) for Cause; or
B. initiated by Employee upon the occurrence of one or more of the following events without Employee’s consent, subject to any applicable Cure Period:
(I) any material failure of the Company to comply with and satisfy any of the terms of this Agreement or any other material obligations of the Company or its affiliates to Employee;
(II) any significant reduction by the Company or its affiliates of the authority, duties, reporting responsibilities or job responsibilities of Employee;
(III) any removal by the Company or its affiliates of Employee from the employment grade, compensation level or officer positions which Employee holds as of the effective date hereof (except in connection with a promotion to higher office);
(IV) the relocation of the offices of the Company at which Employee is principally employed to a location more than fifty (50) miles from such location immediately prior to the date that is six (6) months before the Change in Control, except for required travel on the Company’s business to any extent substantially consistent with Employee’s business travel obligations as of the date of this Agreement;
(ii) a Termination of Employment during the one (1) year period immediately preceding a Change in Control, which termination is initiated by the Company, or by Employee upon the occurrence of one or more of the events in clauses (I) – (IV) of subsection (l)(i)(B) above and without Employee’s consent, unless the Company establishes by clear and convincing evidence that such Termination of Employment was for good faith business reasons not related to the Change in Control.
Termination In Connection With A Change In Control shall have the meaning set forth in Section 3.6(i). “Work Product” shall have the meaning set forth in Section 4.1. “Date of Termination” shall have the meaning set forth in the Preamble of Annex A. “EEOC” shall have the meaning set forth in Section 1(c) of Annex A. “Employment Agreement” shall have the meaning set forth in the Preamble of Annex A. “Executive” shall have the meaning set forth in the Preamble of Annex A. “Releasees” shall have the meaning set forth in Section 1(a) of Annex A. [Signature Page Follows]
Termination In Connection With A Change In Control shall have the meaning set forth in Section 3.7.
More Definitions of Termination In Connection With A Change In Control
Termination In Connection With A Change In Control means:
Termination In Connection With A Change In Control by: (i) Employee for Good Reason or (ii) Employer other than for Employer Cause, Employee shall be entitled to receive the benefits set forth in Section 3.8. For purposes of this Agreement, “Change in Control” shall mean the occurrence of any of the following after the date of this Agreement: (a) any merger, consolidation or business combination in which the stockholders of Employer immediately prior to the merger, consolidation or business combination do not own at least a majority of the outstanding equity interests of the surviving parent entity, (b) the sale of all or substantially all of Employer’s assets in a single transaction or a series of related transactions to a person entity that is not an Affiliate of Employer, (c) the acquisition of beneficial ownership or control of (including, without limitation, power to vote) a majority of the outstanding common stock of Employer by any person or entity (including a “group” as defined by or under Section 13(d)(3) of the Securities Exchange Act of 1934, as amended) other than (1) any employee plan established by Employer or any subsidiary, (2) Employer or any of its Affiliates, (3) an underwriter temporarily holding securities pursuant to an offering of such securities or (4) an entity owned, directly or indirectly, by stockholders of Employer in substantially the same proportions as their ownership of Employer, or (d) a contested election of directors, as a result of which or in connection with which the persons who were directors of Employer before such election or their nominees cease to constitute a majority of the Board of Directors.
Termination In Connection With A Change In Control means any of the following events occurring within twenty four (24) months following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control:
(1) A termination of Employee's employment by the Corporation for any reason other than Cause.
(2) A termination of Employee's employment by Employee because any successor to the Corporation's operations or assets (whether acquired by merger, sale, consolidation or otherwise) ("Successor") fails to:
(i) appoint the Employee to a position with the Successor having the same responsibilities, duties, title, reporting responsibilities within the business organization, status, role and authority the Employee now holds with the Corporation;
(ii) acknowledge and assume, in writing, this Agreement at the time of the Change in Control; or
(iii) acknowledge and assume, in writing, any indemnification agreement with the Employee or by law provisions regarding indemnification which are in effect at the time of the Change in Control.
Termination In Connection With A Change In Control means any of the following events occurring within twenty four (24) months following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control:
(1) a termination of Executive's employment by the Corporation for any reason other than Cause;
(2) a termination of Executive's employment by the Executive for Good Reason;
(3) a termination of Executive's employment by Executive because any successor to the Corporation's operations or assets (whether acquired by merger, sale, consolidation or otherwise) ("Successor") fails to:
Termination In Connection With A Change In Control means any of the following events occurring within one (1) year following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control:
(i) a termination of Executive's employment by the Corporation for any reason other than Cause;
(ii) a termination of Executive's employment by the Executive for Good Reason;
(iii) a termination of Executive's employment by Executive because any successor to the Corporation's operations or assets (whether acquired by merger, sale, consolidation or otherwise) ("Successor") fails to:
a. appoint the Executive to a position with the Successor having the same responsibilities, duties, title, reporting responsibilities within the business organization, status, role and authority the Executive now holds with the Corporation;
b. acknowledge and assume, in writing, this Agreement at the time of the Change in Control; or
c. acknowledge and assume, in writing, any indemnification agreement with the Executive or by-law provisions regarding indemnification which are in effect at the time of the Change in Control.
Termination In Connection With A Change In Control means any of the following events occurring within 24 months following, or, directly or indirectly, in connection with, or in anticipation of a Change in Control:
(i) A termination of Employee’s employment by the Corporation for any reason other than Cause or by the Employee for Good Reason.
(ii) A termination of Employee’s employment by Employee because any successor to the Corporation’s operations or assets (whether acquired by merger, sale, consolidation or otherwise) (“Successor”) fails to:
(A) acknowledge and assume, in writing, this Agreement at the time of the Change in Control; or
(B) acknowledge and assume, in writing, any indemnification agreement with the Employee or by-law provisions regarding indemnification which are in effect at the time of the Change in Control.