Termination Due to Change of Control. A “Termination Due to Change of Control” shall occur if within the 24 month period beginning with the date a Change of Control occurs (i) the Executive’s employment with the Corporation is involuntarily terminated (other than by reason of death, disability or Cause) or (ii) the Executive’s employment with the Corporation is voluntarily terminated by the Executive subsequent to (A) any reduction in the total of the Executive’s annual base salary (exclusive of fringe benefits) and the Executive’s target bonus in comparison with the Executive’s annual base salary and target bonus immediately prior to the date the Change of Control occurs, (B) a significant diminution in the responsibilities or authority of the Executive in comparison with the Executive’s responsibility and authority immediately prior to the date the Change of Control occurs or (C) the imposition of a requirement by the Corporation that the Executive relocate to a principal work location more than 50 miles from the Executive’s principal work location immediately prior to the date the Change of Control occurs.
Termination Due to Change of Control. If employment is terminated within TWELVE (12) months after any of the events delineated in Section 4.1.6 of this Agreement ("Change of Control"), COMPANY shall have no further obligation to EMPLOYEE under this Agreement except to distribute to EMPLOYEE:
Termination Due to Change of Control. If at any time during the Term a third party acquires a Controlling Interest in the Company, Executive may at his discretion, elect to sever his relationship with the Company. In this instance, the provisions of paragraph 7.5 above shall apply. A Controlling Interest shall be defined as a transfer of ownership of 40 percent or more of the outstanding shares of Company. In the event of a Change of Control of Company occurring while Executive is employed by Company, Executive's stock options granted under Paragraph 3.3 above, shall have their vesting accelerated in full so as to become one hundred percent vested as of the date of the Change of Control.
Termination Due to Change of Control. This Agreement may be terminated by either Party at any time, upon 12 months’ prior written notice, in the event of a Change of Control of Member.
Termination Due to Change of Control. If the Employment of Employee under this Agreement is terminated pursuant to Section 3(d) above,
Termination Due to Change of Control. If the Executive terminates due to Change of Control as defined in Section 2(f), the Executive shall be entitled to receive a severance payment equal to 2.99 times the average annual base salary of the Executive for the three (3) most recent taxable years that ended before the date of termination. The Executive shall not forfeit any and all deferred portion of any award made to the Executive in respect to any retirement, pension, profit sharing, long-term incentive, or other similar such plan(s). Notwithstanding the preceding, if and to the extent the severance payment, either alone or in conjunction with other payments the Executive has the right to receive either directly or indirectly from the Company, would constitute an excess parachute payment (the "Excess Payment") under Section 280G of the Internal Revenue Code of 1986, as amended, the Executive agrees that such cash severance payment shall be reduced by the amount necessary to prevent any such payments to the Executive from constituting an Excess Payment as determined in good faith by the Company.
Termination Due to Change of Control. The Company or its successor may terminate the Employee upon or following a Change in Control without Cause pursuant to Section 6.4, and the Employee may elect to terminate his employment upon or following a Change in Control for Good Reason pursuant to Section 6.6 should any of the listed reasons occur. In the event of the Employee’s termination upon a Change in Control or without Cause or for Good Reason during the 12-month period following a Change in Control, the Employee will be entitled to the severance benefits set forth in Section 6.8(c). “Change of Control” means the occurrence of one or more of the following events:
Termination Due to Change of Control. If the Executive terminates due to Change of Control as defined in Section 2(f), the treatment for the severance payment to the Executive shall be the same as if the Executive was terminated for reasons other than For Cause as provided for in Section 8(a).
Termination Due to Change of Control. AMEX may, in its sole discretion, terminate this Agreement immediately upon a Change of Control.
Termination Due to Change of Control. In the event of a Change of Control in one party, the other party shall have the right to terminate this Agreement as set forth in Section 8.6 of the HMO Reinsurance Agreement. The Contract Termination Date under this Section 10.2 shall be the effective date of the Change of Control.
