Change in Control Severance Pay Sample Clauses

Change in Control Severance Pay. In the event of a Change in Control Termination prior to the end of the Employment Term, as defined pursuant to Section 1, in addition to the Accrued Obligations, the Company agrees to provide the Executive the following:
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Change in Control Severance Pay. If a Change of Control occurs on or before the date upon which the Company achieves Commercial Production (as such term is defined in the Amended and Restated Limited Liability Agreement of Eureka Moly, LLC dated February 26, 2008) and as a result of the closing of the Change of Control, or during the one-year period immediately following the closing of the Change of Control (i) the Company (or its successor) terminates Employee’s employment without Cause or (ii) Employee terminates employment for Good Reason, then, subject to the conditions described in Section 3, Employee will be entitled to Severance Pay. The “Severance Pay” will equal the sum of (a) an amount equal to two (2) times Employee’s annual base salary (as in effect immediately prior to the closing of the Change of Control), plus (b) an amount equal to 100% of Employee’s target annual incentive award for one year (as in effect immediately prior to the closing of the Change of Control), if any, less applicable withholdings. Severance Pay will be in addition to any accrued but unpaid salary or paid time off earned through the date of Employee’s termination.
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Change in Control Severance Pay. If, during the term of this Agreement, the Company is subject to a Change in Control (as defined in Section 11) and the Employee is subject to an Involuntary Termination within 12 months after that Change in Control, then the Company shall pay the Employee, within 10 days after the release described in Subsection (a)(i) above has become effective, a lump-sum cash payment equal to the sum of 2 times (i) the Employee’s Base Salary (at the rate in effect at the time of termination of Employment, or, if greater, the rate in effect immediately prior to the Change in Control) and (ii) the Bonus Amount. Severance pay under this Subsection (c) and Subsection (b) above shall be mutually exclusive and severance under one subsection will prevent severance under the other.
Sample 1
Change in Control Severance Pay. If Executive incurs a Change in Control Termination Without Cause, Executive shall be entitled to receive Change in Control Severance Pay in the amount of one (1) times the sum of (i) Executive’s then Base Salary, disregarding any Base Salary reduction due to a Good Reason termination, plus (ii) the average of Executive’s Bonuses under Chemical’s Annual Executive Incentive Plan for each of the three (3) most recent complete calendar years of Executive’s employment with Chemical (or the lesser number of complete calendar years that Executive has been employed by Chemical), payable in one (1) lump sum cash payment (“Change in Control Severance Pay”). The amount shall be reduced by any severance previously received by Executive under any other Chemical severance arrangement. The Change in Control Severance Pay is conditioned upon Executive and Chemical executing a mutually agreeable release of claims, in substantially the form attached hereto as Appendix A (the “Release”), which is enforceable within sixty (60) days following Executive’s Termination Date. Subject to any delayed payment due to Executive’s status as a “Specified Employee” under Code Section 409A, if applicable, and as described more fully in Section 5(b) below, the Change in Control Severance Pay shall be payable to Executive on the first pay date after sixty (60) days have lapsed following Executive’s Separation from Service, provided that if the 60-day period spans two (2) calendar years, the payment shall be made on the first pay date in the second calendar year and provided further that Chemical, in its sole discretion, may make the payment earlier if such commencement does not violate Code Section 409A. Notwithstanding the foregoing, if Executive is entitled to Change in Control Severance but violates any provisions of Sections 7 through 9 hereof after termination of employment, Chemical shall have any remedies, including claw back, that may be available to Chemical in law or at equity.
Sample 1
Change in Control Severance Pay. In the event of a Change in Control Termination, in addition to the Executive's Accrued Obligations, the Company agrees to pay Executive severance pay equal to the product of (x) the sum of (i) the Executive's annual base salary, plus (ii) the average of the last two (2) annual cash bonuses paid to the Executive during the two (2) most recently completed full fiscal years of the Company, multiplied by two. Such amount will be paid in an undiscounted lump sum. In addition, Executive will receive a prorated target annual bonus (based on the Executive's position and as determined by the Compensation Committee of the Board) for the year in which such termination occurs. During the eighteen (18) month period following the Change in Control Termination, the Company shall pay for the Executive's entire Medical Coverage to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985. The Company will continue to maintain and pay all expenses associated with the corporate-owned life insurance policy for the benefit of Executive's beneficiaries for the remainder of Executive's life. For purposes of calculating the amount of severance in this Section 5(a) due as a result of a Qualifying Termination, the Executive's base salary will be based on the highest amount of such base salary during the two (2) year period ending on the date of termination. Any stock awards, stock options, stock appreciation rights or other equity-based awards that were outstanding immediately prior to the Change in Control Termination shall, to the extent not then vested, fully vest and become exercisable as of the date of the Change in Control Termination and Executive shall have the right to exercise any such stock option, stock appreciation right, or other exercisable equity-based award until the earlier to occur of (i) one (1) year from the date of the Change in Control Termination and (ii) the expiration date of such stock option, stock appreciation right or other equity-based award as set forth in the agreement evidencing such award.
Sample 1
Change in Control Severance Pay. (a) In the event of a Change in Control Termination, Sears agrees to pay Executive’s base salary and annual bonus at target, pro rata through the date of the Change in Control Termination, plus severance pay equal to one (1) multiplied by the sum of (i) Executive’s annual base salary in effect at the date of the Change in Control Termination or, if greater, immediately prior to the Change in Control or the Potential Change in Control Period during which the Change in Control occurs, plus (ii) Executive’s annual bonus at target as determined for the year in which termination occurs. Such amounts will be paid in an undiscounted lump sum within thirty (30) days of Change in Control Termination.
Sample 1
Change in Control Severance Pay. If, during the term of this Agreement, the Company is subject to a Change in Control (as defined in Section 11) and the Employee is subject to an Involuntary Termination within 12 months after that Change in Control, then the Company shall pay the Employee, within 10 days after the release described in Subsection (a)(i) above has become effective, a lump-sum cash payment equal to the sum of (i) 2 times the Employee’s Base Salary (at the rate in effect at the time of termination of Employment, or, if greater, the rate in effect immediately prior to the Change in Control) and (ii) 2 times the greater of Employee’s annual sales commission payments for the most recent year completed prior to the date when the termination of Employee’s Employment is effective or the Employee’s target sales commission payments in effect for the year in which the Employee’s Employment is terminated. Severance pay under this Subsection (c) and Subsection (b) above shall be mutually exclusive and severance under one subsection will prevent severance under the other.
Sample 1
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Change in Control Severance Pay. For the purpose of Section 3.1 --------------------------------- of this Agreement, the Employee's Change in Control Severance Pay shall equal the lesser of
Sample 1
Change in Control Severance Pay. (a) In the event of a Change in Control Termination, in addition to the Executive’s Accrued Obligations, the Company agrees to pay Executive severance pay equal to the product of (x) the sum of (i) the Executive’s annual base salary, plus (ii) the average of the last two (2) annual cash bonuses paid to the Executive during the two (2) most recently completed full fiscal years of the Company, multiplied by two. Such amount will be paid in an undiscounted lump sum. In addition, Executive will receive a prorated target annual bonus (based on the Executive’s position and as determined by the Compensation Committee of the Board) for the year in which such termination occurs. During the eighteen (18) month period following the Change in Control Termination, the Company shall pay for the Executive’s entire Medical Coverage to which Executive is entitled under the Consolidated Omnibus Budget Reconciliation Act of 1985. The Company will continue to maintain and pay all expenses associated with the corporate-owned life insurance policy for the benefit of Executive’s beneficiaries for the remainder of Executive’s life. For purposes of calculating the amount of severance in this Section 5(a) due as a result of a Qualifying Termination, the Executive’s base salary will be based on the highest amount of such base salary during the two (2) year period ending on the date of termination.
Sample 1

Related to Change in Control Severance Pay

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • Change of Control Severance Benefits A Covered Termination of Executive’s employment on or within twelve (12) months following the effective date of a Change of Control entitles Executive to receive the benefits set forth in this Section 3.2.

  • Change in Control Benefits Agreement shall mean any separate agreement between Participant and the Corporation which provides Participant with special vesting acceleration and/or other special benefits with respect to one or more awards of restricted stock units made to Participant for shares of Common Stock, including (to the extent applicable) the restricted stock units evidenced by this Agreement, in the event of a change in control or ownership of the Corporation (whether or not constituting a Change in Control hereunder).

  • Change in Control Benefit If a Change in Control occurs followed within twenty-four (24) months by Separation from Service prior to Normal Retirement Age, the Bank shall distribute to the Executive the benefit described in this Section 2.4 in lieu of any other benefit under this Article.

  • Severance Pay 4.4.2(a) Severance pay - other than employees of a small employer An employee, other than an employee of a small employer, whose employment is terminated by reason of redundancy is entitled to the following amount of severance pay in respect of a period of continuous service: Period of continuous service Severance pay Less than 1 year Nil 1 year and less than 2 years 4 weeks’ pay* 2 years and less than 3 years 6 weeks’ pay 3 years and less than 4 years 7 weeks’ pay 4 years and less than 5 yeas 8 weeks’ pay 5 years and less than 6 years 10 weeks’ pay 6 years and less than 7 years 11 weeks’ pay 7 years and less than 8 years 13 weeks’ pay 8 years and less than 9 years 14 weeks’ pay 9 years and less than 10 years 16 weeks’ pay 10 years and over 12 weeks’ pay * Week’s pay is defined in 4.4.1.

  • Lump Sum Severance Payment Payment of a lump sum amount equal to twelve (12) months of Executive’s then-current Base Salary plus the Pro Rated Bonus, less all customary and required taxes and employment-related deductions, paid on the first payroll date following the date on which the Release required by Paragraph 4(g) becomes effective and non-revocable, but not after seventy (70) days following the effective date of termination from employment.

  • Severance Payment Executive will be paid continuing payments of severance pay at a rate equal to Executive’s base salary rate, as then in effect, for twelve (12) months from the date of such termination of employment, to be paid periodically in accordance with the Company’s normal payroll policies.

  • Severance Payments 6.1 If the Executive's employment is terminated following a Change in Control and during the Term, other than (A) by the Company for Cause, (B) by reason of death or Disability, or (C) by the Executive without Good Reason, then the Company shall pay the Executive the amounts, and provide the Executive the benefits, described in this Section 6.1 ("Severance Payments") and Section 6.2, in addition to any payments and benefits to which the Executive is entitled under Section 5 hereof; provided, however, that the Executive shall not be entitled to the Severance Payments unless and until the Executive (or, in the event of the Executive's death, the executor, personal representative or administrator of the Executive's estate) has signed a written waiver and release substantially in the form set forth on Exhibit A hereto. For purposes of this Agreement, the Executive's employment shall be deemed to have been terminated following a Change in Control by the Company without Cause or by the Executive with Good Reason, if (i) during the Term the Executive's employment is terminated by the Company without Cause following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and such termination was at the request or direction of a Person who has entered into an agreement with the Company the consummation of which would constitute a Change in Control, (ii) during the Term the Executive terminates his employment for Good Reason following a Potential Change in Control but prior to a Change in Control (whether or not a Change in Control ever occurs) and the circumstance or event which constitutes Good Reason occurs at the request or direction of such Person or (iii) during the Term the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason and such termination or the circumstance or event which constitutes Good Reason is otherwise in connection with or in anticipation of a Change in Control (whether or not a Change in Control ever occurs). An Executive will not be considered to have been terminated by reason of the divestiture of a facility, sale or other disposition of a business or business unit, or the outsourcing of a business activity with which the Executive is affiliated, notwithstanding the fact that such divestiture, sale or outsourcing takes place within two years following a Change in Control, if the Executive is offered comparable employment by the successor company and such successor company agrees to assume the Company's obligations to the Executive under this Agreement.

  • Bonus Severance A single, lump sum payment equal to 100% of the Executive’s target annual bonus as in effect for the fiscal year in which the Qualifying CIC Termination occurs, less applicable withholdings.

  • Termination of Employment and Severance Benefits The Executive’s employment hereunder shall terminate under the following circumstances:

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