Compensation Following a Change in Control Sample Clauses

Compensation Following a Change in Control. If a change in control ------------------------------------------- of the Company shall have occurred and the other conditions in the first paragraph of Section 1 are met, Employee shall be entitled to the following:
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Compensation Following a Change in Control. Upon the occurrence of a Change in Control (as defined below) in the event this Agreement is not assumed by the successor corporation and Employee is not offered employment on similar terms to the terms of this Agreement, the Employee shall be entitled to receive the termination payments set forth in Section 5.1. In addition, upon the occurrence of a Change in Control (as defined below), in the event this Agreement is assumed by the successor corporation or Employee is offered employment on similar terms to the terms of this Agreement, Employee shall be entitled to receive a lump sum payment representing Employee’s Base Salary as in effect immediately prior to the Change in Control, for the prior nine months. For purposes of this section 5.6 a Change in Control shall be deemed to have taken place if (i) any “Person” (as such term is defined in Section 3(a)(9) of the Securities Exchange Act of 1934 (the “Exchange Act”) and as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act) other than Xxxxx Xxxxxxxx or Xxxxxx Xxxxxxxx, or any of their respective affiliates, is or becomes a “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the Company’s then outstanding securities eligible to vote for the election of the Board (the “Voting Securities”); provided, however, that the event described above shall not be deemed to be a Change in Control by virtue of any of the following acquisitions: (a) by the Company or any subsidiary of the Company in which the Company owns more than 50% of the combined voting power of such entity (a “Subsidiary”), (b) by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Subsidiary, (c) by any underwriter temporarily holding the Company’s Voting Securities pursuant to an offering of such Voting Securities, or (d) pursuant to any acquisition by Employee or any group of persons including Employee (or any entity controlled by Employee or any group of persons including Employee) or (ii) during any period of 24 months or less, the persons who were Continuing Directors (as defined below) immediately before the beginning of such period shall cease, for any reason other than death, to constitute at least a majority of the Board, provided that any director who was not a director at the beginning of such period shall be deemed to be a Continuing Director if clause (ii) of the...
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Compensation Following a Change in Control. If a “Change in Control” (as defined in Section 9.1) shall occur during the Term of this Agreement, then Executive shall be entitled to a "Change in Control Payment" which shall be equal to two (2) times the sum of Executive’s current annual base salary, as defined in Section 3.1 and additional compensation as defined in Section 4.1 of this Agreement, paid during the twenty-four (24) months immediately preceding the Change in Control, the payment of which is subject to this Section 9.2. The Change in Control Payment shall be paid by Metro in two (2) equal installments, less applicable withholding taxes, with the first installment being paid on the first anniversary of the date of the Change in Control, and the remaining installment being paid on the second successive anniversary of the date of the Change in Control. Notwithstanding the foregoing, if Executive terminates employment voluntarily or if Executive's employment is terminated by Metro for Cause, in either case prior to the second anniversary of the date of the Change in Control, Executive shall not be entitled to receive, and Metro shall have no further obligation to pay, any remaining unpaid installment(s) of the Change in Control Payment (for purposes of clarity, the foregoing are the only circumstances pursuant to which the Change in Control Payment will not be fully paid to Executive on the respective anniversary dates set forth above).
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Compensation Following a Change in Control. (a) Subject to Sections 6 and 7 below, if your employment with the Company is terminated within 12 months after an SGI Change in Control:
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Compensation Following a Change in Control. If a “Change in Control” (as defined in Section 9.1) shall occur during the Term of this Agreement, then Executive shall be entitled to a “Change in Control Payment” which shall be equal to two (2) times the sum of Executive’s current annual base salary, as defined in Section 3.1 and cash bonuses paid to Executive during the twenty-four (24) months immediately preceding the Change in Control, the payment of which is subject to this Section 9.2. The Change in Control Payment shall be paid by Metro or its successor in two (2) equal installments, less applicable withholding taxes, with the first installment being paid on the first anniversary of the date of the Change in Control, and the remaining installment being paid on the second successive anniversary of the date of the Change in Control. Notwithstanding the foregoing, if Executive terminates employment voluntarily, other than for Good Reason (as defined in Section 8.1), or if Executive’s employment is terminated for Cause, in either case prior to the second anniversary of the date of the Change in Control, Executive shall not be entitled to receive, and Metro or its successor shall have no further obligation to pay, any remaining unpaid installment(s) of the Change in Control Payment (for purposes of clarity, the foregoing are the only circumstances pursuant to which the Change in Control Payment will not be fully paid to Executive on the respective Exhibit 10.1 anniversary dates set forth above). For avoidance of doubt, Executive’s termination of his employment for Good Reason following a Change in Control shall not affect his entitlement to receive the full Change in Control Payment; provided that the termination is for one of the reasons listed in Section 8.1 and provided further that Executive has complied with the provisions of Section 8.2. It is provided, however, that payment under this Section 9.2 following a Change in Control precludes any payment to Executive under Section 7 or Section 8.
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Compensation Following a Change in Control. Executive shall have the right to terminate Executive’s employment within a period of sixty (60) days following a Change in Control. In the event of Executive’s termination following a Change in Control, then:
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Compensation Following a Change in Control. Upon the occurrence of a Change in Control (as defined below), in the event this Agreement is not assumed by the successor corporation and Employee is not offered employment on similar terms to the terms of this Agreement, the Employee shall be entitled to receive the termination payments set forth in Section 5.1. For purposes of this Section 5.6 a
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Compensation Following a Change in Control. (a) Subject to Sections 6 and 7 below, if your employment with the Company is terminated within 24 months after a Change in Control, you shall be entitled to a Termination Payment, payable in cash, in an amount equal to twenty-four (24) months of your Current Compensation at the rate in effect immediately prior to such Change in Control.
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Related to Compensation Following a Change in Control

  • Termination Following a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination of Employment Following a Change in Control Notwithstanding the provisions of Section 6.3 hereof to the contrary, if the Employee’s employment by the Company is terminated by the Company in accordance with the terms of Section 4 of the Termination Agreement and the Employee is entitled to benefits provided in Section 5 of the Termination Agreement, the Company shall pay to the Employee, in a lump sum in cash within 30 days after the Date of Termination, the aggregate of the Employee’s Base Salary (as in effect on the Date of Termination) through the Date of Termination, if not theretofore paid, and, in the case of compensation previously deferred by the Employee, all amounts of such compensation previously deferred shall be paid in accordance with the plan documents governing such deferral. Except with respect to the obligations set for forth in the Termination Agreement, notwithstanding any provisions herein to the contrary, all other obligations of the Company and rights of the Employee hereunder shall terminate effective as of the Date of Termination.

  • Following a Change in Control If, within thirty-six (36) months following a Change in Control, the Executive (i) is terminated without Cause, or (ii) resigns for Good Reason (as defined and qualified in Section 9(f) above), then the Executive will be entitled to receive (i) all Base Salary and benefits to be paid or provided to the Executive under this Agreement through the Date of Termination, (ii) the amount of any cash bonus related to any year ending before the Date of Termination that has been earned but remains unpaid, (iii) an amount equal to two hundred ninety-nine percent (299%) of the Adjusted Bonus Amount, (iv) an amount equal to two hundred ninety-nine percent (299%) of the Executive’s Base Salary, (v) notwithstanding anything to the contrary in any equity incentive plan or agreement, all equity incentive awards which are then outstanding, to the extent not then vested, shall vest, (vi) health insurance benefits substantially commensurate with the Company’s standard health insurance benefits for the Executive and the Executive’s spouse and dependents through the third anniversary of the Date of Termination; provided, however, that such continued benefits shall terminate on the date or dates Executive receives substantially similar coverage and benefits, without waiting period or pre-existing condition limitations, under the plans and programs of a subsequent employer (such coverage and benefits to be determined on a coverage-by-coverage or benefit-by-benefit basis); provided further, that any continued health insurance benefits which are provided under this Agreement (including benefits under Section 9(m)) shall run concurrently with any continuation coverage that the Executive or the Executive’s spouse and dependents are entitled to under COBRA and any rights (including the length of coverage) that the Executive and the Executive’s spouse and dependents may be entitled to under COBRA shall not be increased (or extended) due to any continued health insurance benefits which may be provided to the Executive and the Executive’s spouse or dependents pursuant to this Agreement, and (vii) any other unpaid benefits to which the Executive is otherwise entitled under any plan, policy or program of the Company applicable to the Executive as of the Date of Termination (such benefits shall be paid in accordance with the provisions of the applicable arrangements). The amounts referred to in clauses (i) through (iv) above will collectively be referred to as the “Change in Control Severance Amount.” The Change in Control Severance Amount will be paid to the Executive in a lump sum no later than sixty (60) days following the Date of Termination, with the date of such payment determined by the Company in its sole discretion. The Executive agrees to execute, deliver and not revoke a general release in the form attached as Exhibit A. Payments pursuant to this Section 9(h) will be made in lieu of, and not in addition to, any payment pursuant to any other paragraph of this Section 9.

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Employment Status Termination Following Change in Control (a) No benefits shall be payable under this Agreement unless there has been a Change in Control of the Company during the Term. You acknowledge that this Agreement does not constitute a contract of employment or impose on the Company any obligation to retain you as an employee. You may terminate your employment at any time, with or without Good Reason. If your employment with the Company terminates for any reason and subsequently a Change in Control shall have occurred, you shall not be entitled to any benefits hereunder.

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

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