Change in Control & Termination of Employment. In the event that the Executive’s employment is terminated by the Company (or a successor to the Company) without Cause (including pursuant to a notice of non-renewal by the Company at the end of the Initial Term or any Renewal Term pursuant to Section 2) or by the Executive for Good Reason, either in connection with a Change in Control or by a Notice of Termination delivered within eighteen (18) months after the consummation of a Change in Control, conditioned upon the Executive’s timely execution and non-revocation of a release of claims in accordance with Section 4(h) and the Executive’s continued compliance with the terms of this Agreement (including, but not limited to, the Executive’s satisfactory provision of any Transition Services (as defined in Section 4(i)) and Section 7 and Section 8 hereof) and all other agreements between the Executive and the Company (or a successor to the Company) and/or its Affiliates, the Executive shall be entitled to receive payments equal to the sum of: (i) (x) two times (2x) Base Salary as of the termination date less the aggregate amount of any portion of the Notice Salary Payments (as defined in Section 4(i)) paid to the Executive during the Notice Period, if applicable, plus (y) one times (1x) the Executive’s annualized car allowance (the “Car Allowance”), plus (z) twelve (12) months’ worth of the monthly premium payment to continue the Executive’s (and the Executive’s family’s) existing group health and dental coverage calculated under the applicable provisions of the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), whether or not the Executive actually elects such continuation coverage (the “COBRA Benefit”), (ii) any earned but unpaid annual bonus with respect to the calendar year ending on or preceding the date of termination of employment, payable when annual bonuses for such year are otherwise payable to similarly situated Company executives but in all events by March 15 of the year following the calendar year to which such bonus relates (the “Prior Year Bonus”); (iii) a payment equal to the product of (x) the annual bonus, if any, that the Executive otherwise would have earned for the calendar year that includes the date of termination had no such termination occurred, based on actual achievement of the applicable performance goals for such year and (y) a fraction, the numerator of which is the number of days the Executive was employed by the Company during the year of termination and the den...
Change in Control & Termination of Employment. The following provisions will apply in the event a Change in Control of the Company occurs, or your employment with the Company and all Affiliates (collectively, the “Company Group”) terminates, before the last day of the Performance Period (as that term is defined in the Performance Unit Agreement awarded to you (the “Agreement”)).
Change in Control & Termination of Employment. (a) In the event of a Change in Control, the Award shall vest in full, to the extent not already then vested.
Change in Control & Termination of Employment. Subject to the provisions of Section 15 of the Plan, in the event a Change in Control occurs during the Period of Restriction and the Participant’s employment is terminated by the Company and/or any Subsidiary without Cause or is terminated by the Participant for Good Reason during the period beginning 120 days before and ending one (1) year after such Change in Control, any Restricted Stock which is unvested as of the date of the Change in Control shall be accelerated upon such a termination of employment and shall vest as follows:
Change in Control & Termination of Employment. All payments to which the Executive may become entitled under this Agreement are conditioned upon and subject to Executive’s compliance with the restrictive covenants set forth in this Agreement, and the execution and non-revocation of a release in a form reasonably and routinely provided by the Company at the time of Termination (the “Release”). The Executive shall have twenty-one (21) days to deliver an executed Release to the Company and seven (7) days to revoke the Release. Payments under Paragraph 3(a) of this Agreement, if any, shall commence or be made, as applicable, on the Company’s first regular payday next following the 60th day after the Date of Termination. Payments under Paragraph 3(b) of this Agreement, if any, shall be made on the 30th day next following the occurrence of a Change of Control (or, if such day is not a business day, on the next business day).
Change in Control & Termination of Employment. (a) Should a Change in Control occur (as hereinafter defined), Employee may terminate his employment within one (1) year after he has obtained actual knowledge of the occurrence of any of the following events:
Change in Control & Termination of Employment. (a) Subject to Section 6(b) below, in the event of a Take-Over Bid or a Change in Control, the Optionee, at any time while the Take-Over Bid is open for acceptance, and at any time following a Change in Control, and notwithstanding any conditions to the contrary regarding exercise otherwise attaching to such Option (whether pursuant to Section 4 above or otherwise), may take up and purchase any or all of the Optioned Shares covered by such Option. (b) Upon the termination of the Optionee's employment due to (i) death, (ii) Disability, (iii) termination by the Corporation without Cause or (iv) termination by the Optionee for Good Reason, and notwithstanding any conditions to the contrary regarding exercise otherwise attaching to such Option (whether pursuant to Section 4 above or otherwise), the Optionee (or the Optionee's legal representative, as the case may be) may take up and purchase any or all of the Optioned Shares covered by such Option for a period of one year following such termination of employment, at the end of which period the Option shall expire. Upon the termination of the Optionee's employment for any other reason, the Optionee may, for a period of ninety days following such termination, take up and purchase those Optioned Shares which, immediately prior to such termination, the Optionee could have taken up pursuant to Section 4(b) above, at the end of which period the Option shall expire, provided however, that the Option shall terminate immediately upon the Optionee's termination of employment by the Company for Cause. (c) Options shall not be affected by any change of employment of the Optionee or by the Optionee ceasing to be a director where the Optionee continues to be employed by, or continues to be a director of, the Corporation or any Subsidiary of the Corporation. 7.
Change in Control & Termination of Employment. (a) If a Change in Control shall occur while the Participant is employed by the Company, the Restriction Period shall lapse and all the RSUs shall vest upon the Change in Control.
Change in Control & Termination of Employment. If your employment terminates in circumstances described under Section 6.9(a) of the Plan, then the Restricted Stock Units shall be settled within 30 days following such termination of employment; provided, however, if the Award is deemed “nonqualified deferred compensation” within the meaning of Section 409A of the Code, the Change in Control is not a “change in control event” within the meaning of Section 409A of the Code and you satisfy the age and service requirements for Retirement, then the Restricted Stock Units shall be settled within 30 days following each applicable vesting date.
Change in Control & Termination of Employment and Compensation in Event of ------------------------------------------------------------------------ Termination. ------------
