After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or Executive’s employment is terminated (other than for Cause or a Disability) after the Effective Date of a Change of Control, ICE (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings and § 6.10):
After a Change of Control. If Executive resigns for Good Reason after the Effective Date of a Change in Control or INTCX terminates Executive’s employment (other than for Cause or a Disability) after the Effective Date of a Change of Control, INTCX (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings)
After a Change of Control. If Executive resigns for Good Reason within one hundred eighty days (180) prior to, or eighteen (18) months following, the Effective Date of a Change in Control or the Company terminates Executive’s employment (other than for Cause or a Disability) within one hundred eighty (180) days prior to, or eighteen (18) months following, the Effective Date of a Change of Control, the Company (in lieu of any severance pay under any severance pay plans, programs or policies) shall (subject to applicable withholdings):
After a Change of Control. The Plan may be amended after a change of control, as defined in the Income Continuance Plan, (i) at any time but only to the extent necessary to alleviate a material adverse tax consequence to one or more Participants, former Spouses, or Beneficiaries, and (ii) at any time after the second anniversary of such change of control, but only with respect to the benefits of Participants who are then employed by Apache, its successor, or any related entity.
After a Change of Control. This subsection applies on and after the date of a change of control, as defined in the Income Continuance Plan. The only individuals who are able to serve on the Committee after the date of the Change of Control are those who are not then employed by Apache, its successor, or any related legal entities. No Committee members may be added on or after the day of the Change of Control, except that, if the Committee is comprised solely of individuals, (i) the Committee may appoint a legal entity as a Committee member, and (ii) if the number of Committee members drops below three, the remaining member(s) may not resign until having appointed a legal entity or another individual as a Committee member. If all Committee members leave the Committee (if, for example, all Committee members die before the last one appoints a new Committee member or if the sole Committee member is a legal entity that goes out of business), the Committee shall automatically consist of the three Participants with the largest Accounts who are not then employed by Apache, its successor, or any related legal entities.
After a Change of Control. This Agreement may not be terminated or amended by the Bank or its successor following a Change of Control, unless the Executive consents in writing to be bound thereby.
After a Change of Control. If, after a Change of Control, the Company terminates the Employee’s employment within two (2) years after the date of the Change of Control for any reason other than Due Cause, death or the Employee’s disability, then the Company will pay to the Employee $319,200 payable in installments pro rata in accordance with the then current payroll policies of the Company over the twenty-four (24)-month period following such termination, and all the rights and benefits the Employee may have under the any health and welfare benefit plan will be determined in accordance with the terms and conditions of those plans.
After a Change of Control during the Term of Employment, the Executive, her spouse, or her dependents, as the case may be, shall be entitled to receive all amounts which she, her spouse or her dependents are or would have been entitled to receive as benefits under all other benefit plans of the Corporation and its Affiliated Companies, including, without limitation, medical, dental, disability, group life, accidental death and travel accident insurance plans and programs (collectively, the "Benefit Plans") on a basis at least as favorable to the Executive as on the date immediately prior to the date of the Change of Control. Prior to a Change of Control, the Executive's and such other persons' entitlement to participate in the Benefit Plans shall be determined in accordance with the Corporation's regular practice.
After a Change of Control. If the Company terminates the Executive's employment Without Cause or if the Executive terminates his employment for Company Breach or for Good Reason after a Change of Control, then (i) for the remainder of the Term or twenty four (24) months, whichever is greater, the Company shall continue to pay the Executive and, if applicable, the Executive's heirs, pursuant to Sections 1.4(a) (Base Salary) and 1.4(b) (Discretionary Bonus) (provided that the annual bonus (if any) payable to the Executive pursuant to Section 1.4(b) (Discretionary Bonus) after such termination shall be the average annual bonus received by the Executive for the three (3) years prior to such termination) and (ii) the Executive and, if applicable, the Executive's heirs, shall receive the benefits set forth in Section 1.6(d) (Severance Benefits).
After a Change of Control. If, after a Change of Control, the Company terminates the Employee's employment for any reason other than Due Cause or the Employee's Disability, or if a Constructive Termination occurs, then (a) the Company shall promptly (and no later than 10 days after the termination or Constructive Termination) pay to the Employee a one-time cash payment equal to 2.99 times that amount which is equal to (i) the Employee's highest Base Salary plus (ii) the most recent cash bonus previously paid to Employee for any period prior to the Change of Control; and (b) the Company shall afford the Employee the right to participate in any Medical Plans in which any senior executive of the Company participates, and in a manner consistent with the participation of such senior executives for a three year period after such termination or Constructive Termination (provided, however, that if the terms of any such plan preclude the Employee's continued participation therein, if Employee's continued participation in any such plan could reasonably be expected to disqualify that plan under any applicable tax regulation, or if Employee voluntarily elects not to participate in such plan, then the Employee shall not be entitled to participate in that plan, but the Company instead shall provide the Employee with the after-tax equivalent of the COBRA payments necessary for the Employee and his family to participate in that or a similar plan for the remainder of that three year period), and (c) all the rights and benefits the Employee may have under the Compensation Plans of the Company will be determined in accordance with the terms and conditions of those plans.
