Distribution on Change in Control Sample Clauses

Distribution on Change in Control. (a) In the event of a Change in Control of MMI (as defined in the MMI 2013 Omnibus Equity Incentive Plan), the entire SAR Account Balance shall be paid to Employee upon the consummation of the Change in Control; provided that such Change in Control constitutes, with respect to Employee, a “change in the ownership or effective control of a corporation, or a change in the ownership of a substantial portion of the assets of a corporation” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended and the guidance promulgated thereunder (“Section 409A”).
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Distribution on Change in Control. Notwithstanding any other provision of this Plan, in the event of a Change in Control occurring while a Participant is employed by the Company, the Participant shall be entitled to a lump-sum payment. The lump-sum payment amount shall be determined by multiplying the monthly payment amount stated in the Participant’s Officers’ Deferred Compensation Agreement by one hundred eighty months (180). Said payment shall be made by the Company whether or not the Participant remains an employee of the Company following such Change in Control. In the event of a Change in Control occurring after payments have already commenced to the Participant or his Beneficiary under this Plan, upon the occurrence of such a Change in Control the aggregate sum of any remaining payments due under this Plan to the Participant and/or his Beneficiary(ies) shall become immediately due and payable and shall be paid by the Company in a lump-sum payment to the Participant or Beneficiary(ies). The lump-sum payment amount shall be determined by multiplying the monthly payment amount stated in the Officers’ Deferred Compensation Agreement by one hundred eighty (180) reduced by the number of payments that have been made to the Participant and Beneficiary(ies) since the Participant’s Retirement Date. Notwithstanding the preceding, if such payments are being made on behalf of a Participant, who terminated service prior to his Retirement Date pursuant to Section 7.2 above, one hundred twenty (120) shall be substituted for one hundred eighty (180) in the preceding sentence, and if such payments are payments of a death benefit to a Beneficiary pursuant to Section 7.4 hereof, two hundred forty (240) shall be substituted for one hundred eighty (180) in the preceding sentence. All payments under this Section shall be made as soon as practicable, but not later than thirty (30) days, after the Change in Control and shall be in full discharge of all of the Company’s obligations to the Participant and/or his Beneficiary(ies) under this Plan.
Sample 1
Distribution on Change in Control. Notwithstanding any other provision of this Plan, in the event of a Change in Control occurring while a Participant is serving as a Director, and if, as a result of such Change in Control, a Participant’s services are voluntarily or involuntarily terminated for any reason other than due to death or Disability, such Participant shall be entitled to distribution of his Deferral Account balance determined as of the date of his Termination of Service. Payment of such benefit shall be made in a lump-sum payment. In addition, upon a Change in Control, the then remaining balance of the Deferral Account, if any, of each Participant, or his Beneficiary, who has become entitled to and/or who is receiving benefits under the provisions hereof, shall be paid in a lump-sum to the Participant or Beneficiary. Lump-sum payments upon such a Change in Control shall be made as soon as practicable, but in no event later than thirty (30) days, following the Change in Control. Such payment shall be in full discharge of all of the Company’s obligations to the Participant and/or his Beneficiary under this Plan.
Sample 1

Related to Distribution on Change in Control

  • Termination on Change of Control By delivering 15 days’ written notice to the Company, the Employee may terminate his employment for Good Reason under this Agreement at any time within one year after a Change in Control.

  • Limitation on Change in Control Payments Notwithstanding anything in this Section 3.3 to the contrary, if, with respect to the Optionee, the acceleration of the vesting of this Option as provided above (which acceleration could be deemed a “payment” within the meaning of Section 280G(b)(2) of the Code), together with any other payments that the Optionee has the right to receive from the Company or any corporation which is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), the payments to the Optionee stated herein will be reduced to the largest amount that will result in no portion of the payments being subject to the excise tax imposed by Section 4999 of the Code; provided, however, that if the Optionee is subject to a separate agreement with the Company or a Subsidiary that expressly addresses the potential application of Sections 280G or 4999 of the Code (including, without limitation, that “payments” under such agreement or otherwise will be reduced, that the Optionee will have the discretion to determine which “payments” will be reduced, that such “payments” will not be reduced or that such “payments” will be “grossed up” for tax purposes), then this Section 3.3(b) will not apply, and any payments to the Optionee under Section 3.3(a) of this Agreement will be treated as payments arising under such separate agreement.

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Not a Change in Control The Parties hereto acknowledge and agree that the transactions contemplated by the Distribution Agreement and this Agreement do not constitute a “change in control” for purposes of any Vector Plan or Spinco Plan.

  • Acceleration of Vesting Upon Change in Control Effective at the time of a Change in Control, all unvested stock options and stock previously issued to Executive as to which rights of ownership are subject to forfeiture shall immediately vest; all risk of forfeiture of the ownership of stock or stock options and restrictions on the exercise of options shall lapse; and, Executive shall be entitled to exercise any or all options, such that the underlying shares will be considered outstanding at the time of the Change in Control.

  • PAYMENTS TO EXECUTIVE UPON CHANGE IN CONTROL (a) Upon the occurrence of a Change in Control of the Bank or the Company (as herein defined) followed at any time during the term of this Agreement by the voluntary or involuntary termination of the Executive’s employment, other than for Cause, as defined in Section 2(c) hereof, the provisions of Section 3 shall apply. Upon the occurrence of a Change in Control, the Executive shall have the right to elect to voluntarily terminate his employment at any time during the term of this Agreement following any demotion, loss of title, office or significant authority, reduction in his annual compensation or benefits, or relocation of his principal place of employment by more than 30 miles from its location immediately prior to the Change in Control.

  • Acceleration Upon Change in Control This Option shall become immediately fully exercisable in the event that, prior to the termination of the Option pursuant to Section 6 hereof, and during the Optionee’ s Continuous Service, there is a Change in Control.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

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