After a Change in Control. (a) From and after the date of a Change in Control during the term of this Agreement, the Corporation shall not terminate You from employment with the Corporation except as provided in this Section 1(ii) or as a result of Your Disability (as defined in Section 2(iv) hereof) or death.
After a Change in Control. If Executive terminates his employment with Good Reason or Company terminates Executive’s employment without Cause (and not due to Executive’s death or Disability) within twelve (12) months following a Change in Control (as defined below), then in addition to any compensation or benefits to which Executive may be entitled through the Date of Termination (as defined in Section 5(f) and payment for the value of any accrued, unused paid time off then-existing as of the Date of Termination, and in lieu of the Without Cause Separation Package or Good Reason Separation Package to which Executive would otherwise be entitled pursuant to Section 5(d)(i) or Section 5(a)(ii), (A) Company shall pay Executive (x) a lump sum equal to two times Executive’s Base Compensation, payable on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and (y) an amount equal to two times the Target Bonus for the calendar year in which the Date of Termination occurs, payable in four substantially equal installments with the first such installment paid on Company’s first regular pay date that is on or after the 60th day following the Date of Termination and the three remaining installments paid in each of the three calendar quarters immediately following the calendar quarter that includes the Date of Termination and (B) for the period beginning on the Date of Termination and ending on the date
After a Change in Control. If the Participant’s Employment with the Company and its Affiliates terminates after a Change in Control due to a termination by the Company other than for Cause or due to the Participant’s resignation for Good Reason, the Participant may exercise the Vested Portion of the Option for a period ending on the earlier of (A) one year following the date of such termination and (B) the Expiration Date; provided that if Participant satisfies the age and service requirements described in the definition of “Retirement,” then the provisions of Section 4(a)(ii) shall control; and
After a Change in Control. (i) From and after the date of a Change in Control during the term of this Agreement, neither the Company nor the Apogee Entity then employing Executive shall terminate Executive from employment with the Company or any Apogee Entity except as provided in this Section 2(b) or as a result of Executive’s Disability (as defined in Section 3(d) hereof) or his death.
After a Change in Control. If a Change in Control occurs, the Corporation may not provide notice of termination of this Agreement under Paragraph (1) above within the two-year period after the Change In Control. In other words, in this case, the effective date of the termination of the Agreement may be no earlier than three years after the Change in Control. For all purposes under this Agreement, the term "Corporation" shall include any successor to the Corporation's business and/or assets that executes and delivers the assumption agreement described in Subsection 16(a) of this Agreement or that becomes bound by this Agreement by operation of law. A termination of this Agreement pursuant to this Subsection (f) shall be effective for all purposes at the end of the notice period, except that such termination shall not effect the payment or provision of compensation or benefits under this Agreement on account of a termination of employment occurring prior to the termination of this Agreement.
After a Change in Control. (a) From and after the date of a Change in Control (as defined in Section 3(i) hereof) during the term of this Agreement, the Company shall not terminate Executive from employment with the Company except as provided in this Section 2(ii) or as a result of Executive’s Disability (as defined in Section 3(iv) hereof), Retirement (as defined in Section 3(v) hereof) or death.
After a Change in Control. (i) Upon the termination (voluntary or involuntary) of the employment of Executive pursuant to Section 2(b)(iii) hereof, Executive shall be entitled to receive the benefits specified in this Section 4. The amounts due to Executive under subparagraphs (i), (ii), (iii) or (iv) of this Section 4(a) shall be paid to Executive not later than one business day prior to the date that the termination of Executive’s employment becomes effective (the “Employment Termination Date”). All benefits to Executive pursuant to this Section 4(a) shall be subject to any applicable income, payroll or other taxes required by law to be withheld. As used in Subsection 4(a)(iii), the term, “termination of employment,” and other similar terms used in such Subsection, shall be construed to have the same meaning as is given to the term, “Separation from Service,” in Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).
After a Change in Control. Subparagraph (a) above shall not apply after a Change in Control, and the provisions of this subparagraph (b) shall apply instead. If Executive so elects, any dispute or controversy arising under or in connection with this Agreement shall be settled exclusively by arbitration in accordance with the rules of the American Arbitration Association then in effect. Judgment may be entered on the arbitrator's award in any court having jurisdiction. If Executive does not elect arbitration, Executive may pursue any and all legal remedies available to him. Employer shall pay to Executive any legal fees and expenses reasonably incurred by him after a Change in Control. If Executive elects arbitration, Employer will pay all fees and expenses of the arbitrator.
After a Change in Control. In the event that any such termination of employment occurs after a Change in Control, the Executive shall receive a lump sum severance payment in an amount equal to three times the sum of (i) the Executive's annual base salary as in effect immediately prior to such termination of employment (disregarding any reduction in salary made after the Change in Control or in contemplation of the Change in Control), (ii) the Executive's targeted bonus under the Company's annual bonus arrangement for the year of termination, or, if greater, the Executive's targeted annual bonus for the year in which the Change in Control occurred, and (iii) the Executive's most recently established full cycle target percentage (plus any applicable premium determined as if the award were paid in stock) under the Company's Strategic Incentive Plan. Provided that the Executive has executed a release in accordance with the terms of Section 8 below and does not revoke such release, the severance benefits to which the Executive is entitled under the foregoing provisions of this Section 2 shall be paid to the Executive no later than ten business days after the Company's receipt of such release. The Executive acknowledges and agrees that the foregoing severance amounts and the compensation and benefits to which the Executive may become entitled under the following provisions of this Agreement are in excess of those which the Executive would be entitled to under the Company's otherwise applicable severance pay plans, and that the Company is agreeing to provide such severance amounts, compensation and benefits in consideration for the Executive's agreement to the terms and conditions of Sections 12 through 17 below.