Compensation Upon Change of Control. If during the Covered Period (i) PPD terminates Employee's employment for reason other than Termination for Cause or (ii) Employee's employment is terminated by reason of Constructive Termination, Employee shall be entitled to the following compensation and benefits:
Compensation Upon Change of Control. (i) If Executive gives the Notice of Intention described in Section 4(c), or if the Company terminates Executive's employment within one (1) year after a Change of Control other than pursuant to Section 7.2(b) hereof, the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers.
Compensation Upon Change of Control. In the event that a Change of Control occurs, or an agreement that ultimately results in a Change of Control is executed, prior to December 31, 1997, the Company shall pay the Executive a performance bonus of $150,000 in cash at the closing of the Change of Control event (the "Performance Bonus"). In addition, in the event that a Change of Control occurs prior to March 15, 1997, the Executive shall be paid an additional performance bonus of $42,000 in cash upon the occurrence of the Change of Control. Notwithstanding anything in this Agreement to the contrary, the Executive shall only be entitled to receive the Performance Bonus if the Executive agrees to continue in the employ of the Company for a period of not less than three months after the consummation of the Change of Control, if so requested by the Company.
Compensation Upon Change of Control. (i) If Employee gives the Notice of Exercise described in Section 4(c), the Company shall pay Employee a lump sum amount equal to Employee's Salary for (A) a period of one (1) year, or (B) the remainder of the Employment Period, whichever is greater. Notwithstanding anything to the contrary in this Agreement, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Internal Revenue Code of 1986, as amended, then the Company shall have no obligation to provide such portion to Employee.
Compensation Upon Change of Control. This Agreement shall become effective on the Effective Date. If during the Covered Period (i) PPD terminates Employee’s employment for reason other than Termination for Cause or (ii) Employee’s employment is terminated by reason of Constructive Termination, Employee shall, subject to signing a separation agreement and general release of claims in favor of the Company substantially in the form set out in attached Exhibit 1 to this Agreement, modified as necessary so as to be fully enforceable under current applicable law, be entitled to the following compensation and benefits:
Compensation Upon Change of Control. (i) If Executive gives the Notice of Exercise described in Section 4(c), the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers. At the conclusion of such two-year period, Executive shall be entitled to any COBRA or similar rights required by state or federal law. Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Section 4(d) constitutes an excess parachute payment under Section 280(G) of the Code, then the Company shall have no obligation to provide such portion to Executive.
Compensation Upon Change of Control. In the event that: (i) there is a Change of Control, as defined in Section 9.1 of this Agreement, and (ii) the Employee is employed as the Chief Executive Officer at the time of or immediately prior to the Change of Control, then, in addition to the accelerated vesting set forth in Section 9.1, the Employee will receive a payment (the “Supplemental Payment”) in an amount equal to a percentage of the Transaction Value, as defined below, up to a maximum potential of 1.5% of the Transaction Value, in accordance with the graduated scale set forth below: Transaction Value Percentage of Transaction Value Up to $50,000,000.00 0.0% $50,000,000.00 to $74,999,999.99 1.0% $75,000,000.00 to $99,999,999.99 1.1% $100,000,000.00 to $124,999.99 1.2% $125,000,000.00 to $149,999.99 1.3% $150,000,000.00 to $199,999,999.99 1.4% $200,000,000.00 and greater 1.5%
Compensation Upon Change of Control. (i) If Executive gives the Notice of Intention described in Section 4(c), or if the Company terminates Executive's employment other than pursuant to Section 6.2(c) hereof after a Change of Control but prior to the Expiration Date, the Company shall pay Executive a lump sum amount equal to three times Executive's base amount (as defined by Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")) less one dollar ($1.00). In addition to the foregoing, the Company will continue to provide, for a period of three years from the effective date of Executive's termination, medical, life, dental and disability insurance coverage to Executive of the type and amount provided to Executive under the Company's insurance policies as in effect at the time of termination; provided, however, that if such coverage does not continue to be maintained by the Company or is otherwise not available to Executive, the Company shall provide for or make available to Executive substantially similar economic benefits; provided, however, that nothing in this subsection (i) shall obligate the Company to provide for or make any such similar economic benefits available to Executive if the Company does not have such benefits available to its other executive officers. Notwithstanding anything in this Agreement to the contrary, in the event that the Company determines in good faith that any portion of the payments or other benefits set forth in this Agreement or any other plan, arrangement or otherwise constitutes an excess parachute payment under Section 280G of the Code, then the Company shall have no obligation to provide such portion to Executive.
Compensation Upon Change of Control. Following a Change of Control of the Company, (a) if such Change of Control occurs on or before the six-month anniversary of the date hereof, 50% of all options and shares of restricted stock granted or issued to you under the Company’s Amended and Restated 2003 Stock Incentive Plan or any other stock incentive plan of the Company that are unvested as of such date shall become exercisable and vested in full on the date of the Change of Control; and (b) if such Change of Control occurs after the six-month anniversary of the date hereof, all of all options and shares of restricted stock granted or issued to you under the Company’s Amended and Restated 2003 Stock Incentive Plan or any other stock incentive plan of the Company that are unvested as of such date shall become exercisable and vested in full on the date of the Change of Control.
Compensation Upon Change of Control. This Agreement shall become effective on the Effective Date. If during the Covered Period (i) the Company terminates Employee’s employment for reason other than Termination for Cause (and not due to Employee’s death or Disability or retirement at or after age 65) or (ii) Employee’s employment is terminated by reason of Constructive Termination, then, in either case further conditioned upon Employee executing a Release, Employee shall be entitled to the following compensation and benefits:
