Compensation Upon Termination Following a Change in Control. If, within thirty (30) months after the occurrence of a Change in Control, the Executive's employment is terminated other than (i) by the Company for Cause, (ii) by reason of death, Total Disability, or Retirement, or (iii) by the Executive without Good Reason, then, in addition to all obligations otherwise owing to the Executive on the Effective Date, the Company shall pay or provide to the Executive within sixty (60) days of the Effective Date the following: (I) a lump sum amount equal to the product of 2.5 and the sum of (a) the Executive's then Regular Annual Salary, and (b) the annual amount that would be paid to Executive pursuant to the Company's Performance Bonus Plan assuming that all performance levels had been achieved at maximum levels; (II) for a period of thirty (30) months following the Effective Date, (A) the continuation of health insurance, life insurance, and disability insurance benefits substantially the same as any such benefits provided to Executive immediately prior to the Effective Date by the Company under group insurance plans or otherwise, to the extent permissible under the terms of such plans to do so and if such coverage is not permitted, amounts necessary for premium payments for such coverage; (B) the continuation of Executive's car allowance, and club membership fees, if any (or an amount sufficient to cover such continued car allowance and club membership fees); and (III) the Tax Gross-Up Amount, if applicable. Except as specifically provided herein, no other payments or benefits will be furnished or paid, and all contributions or deductions, if any (other than deductions made in connection with the benefits specifically provided for herein, if any), shall cease as of the Effective Date. The Executive's employment shall be deemed to have been terminated within thirty (30) months after the occurrence of a Change in Control by the Company without Cause or by the Executive with Good Reason and the Executive shall be entitled to receive the payments described in this Section 6 (i) if terminated prior to a Change in Control without Cause at the direction of a person or entity who or that has entered into an agreement with the Company the consummation of which will constitute a Change in Control or (ii) if the Executive terminates his employment with Good Reason prior to a Change in Control (determined by treating a Potential Change in Control as a Change in Control in applying the definition of Good Reason) if the circumstance...
Compensation Upon Termination Following a Change in Control. (A) If your employment shall be terminated for any reason otherwise than (x) as a result of your death, Disability or Retirement; (y) by you for other than Good Reason; or (z) by the Company or any of its subsidiaries for Cause, within two (2) years following a Change in Control (as defined in Section 2), then, if you sign a General Release in a form generally acceptable to the Company that releases the Company and its subsidiaries from any and all claims you may have against them and certifies your willingness to comply with Sections 6 and 7 of this Agreement, you shall be entitled to the benefits provided below:
Compensation Upon Termination Following a Change in Control. (A) If your employment shall be terminated for any reason otherwise than (x) as a result of your death, Disability or Retirement; (y) by you for other than Good Reason; or (z) by the Company or any of its subsidiaries for Cause, within two (2) years following a Change in Control (as defined in Section 2), then you shall be entitled to the benefits provided below:
Compensation Upon Termination Following a Change in Control. (i) Following a Change in Control of the Company, as defined in Section 2 above, if Executive's employment by the Company shall be terminated (other than for death or Disability) by (i) the Company other than for Cause or (ii) Executive with Good Reason, then Executive shall be entitled to the following payments and benefits:
Compensation Upon Termination Following a Change in Control. The Executive shall be entitled to the severance benefits provided in Section 5 hereof if his employment is terminated within the Effective Period or the Window Period following a Change in Control of the Company (even if such Effective Period or the Window Period extends beyond the term of this Agreement or any extension thereof) unless his termination is (i) because of his death or Retirement, (ii) by the Company for Cause or Disability, or (iii) by the Executive other than for Good Reason; provided however, that the Executive may terminate his employment for any reason during the Window Period, and shall be entitled to the severance benefits provided in Section 5(c) hereof.
Compensation Upon Termination Following a Change in Control. The Executive shall be entitled to the severance benefits provided in Section 5 hereof if his employment is terminated within the Effective Period following a Change in Control of the Company (even if such Effective Period extends beyond the term of this Agreement or any extension thereof) unless his termination is (i) because of his death or Retirement, (ii) by the Company for Cause or Disability, or (iii) by the Executive other than for Good Reason.
Compensation Upon Termination Following a Change in Control. In the event of Company's termination of Executive without Cause, or Executive's termination of employment with Company for Good Reason, at any time within two years following a Change in Control during the Employment Period (as extended pursuant to Section 1.1), Executive will be entitled to the payments described in Section 4.4. The payments and benefits payable to Executive pursuant to this Section 5.2 in connection with a Change in Control of Company are referred to as the "Change in Control Payments."
Compensation Upon Termination Following a Change in Control. If your employment shall be terminated for any reason otherwise than (x) as a result of your death, Disability or Retirement; (y) by you for other than Good Reason; or (z) by the Company or any of its subsidiaries for Cause, within two (2) years following a Change in Control (as defined in Section 2), then you shall be entitled to the benefits provided below: The Company or one of its subsidiaries shall pay you, not later than the fifth business day following the Date of Termination ("Payment Date"), the sum of your full base salary through the Date of Termination, as earned by you but not yet paid to you, at the salary level in effect on (x) the Date of Termination or (y) the day immediately preceding the date of the Change in Control, whichever is higher ("full base salary"), and your pro rata share of your annual incentive bonus payment in effect on the Date of Termination. The Company or one of its subsidiaries shall also pay you all other amounts to which you are entitled under any compensation plan of the Company applicable to you, at the time such payments are due. For purposes of this Section 4 and the other provisions of this Agreement, "your annual incentive bonus payment in effect on the Date of Termination" shall mean the target amount of your annual incentive bonus payment (under the Company's Annual Incentive Bonus Plan or any successor plan) for the year in which the Notice of Termination is given. Your pro rata share of your annual incentive bonus payment in effect on the Date of Termination shall be that percentage of your annual incentive bonus payment in effect on the Date of Termination that is equal to the number of days in the fiscal year completed prior to the Date of Termination divided by 365. On the Payment Date the Company shall also pay you a severance payment equal to two and one-half (2 ½) times the sum of (x) your full base salary and (y) your annual incentive bonus payment in effect on the Date of Termination. The Company shall cause (x) all unvested stock options or other stock grants held by you on the Date of Termination immediately to vest and be fully exercisable as of the Date of Termination, (y) any restrictions on all restricted stock held by you on the Date of Termination immediately to lapse and all shares of such stock to fully vest as of the Date of Termination, and (z) any accrued benefit or deferred arrangement of the Company that you otherwise would become entitled to if you continued employment with the Compa...
Compensation Upon Termination Following a Change in Control. The following compensation will be provided to you by the Company in the event your employment with the Company and its subsidiaries is terminated (i) by the Company and its subsidiaries for Cause (as defined in paragraph 3(a) hereof), (ii) by the Company and its subsidiaries, other than for Cause or (iii) by you for Good Reason (as defined in paragraph 3(b) hereof), in each case either subsequent to a change in control of the Company as defined in paragraph 2 hereof or deemed to be subsequent to a change in control of the Company pursuant to paragraph 1 (c) hereof:
Compensation Upon Termination Following a Change in Control. In the event of the termination of the Executive's employment by the Company within two years following a Change in Control (as defined herein), in lieu of any other severance benefit otherwise payable to the Executive under the terms of the Severance Arrangements and in lieu of any payments pursuant to Paragraph 2 hereof, the Executive shall be entitled to the benefits set forth below unless such termination is (i) due to his death, retirement or Disability, (ii) by the Company for Cause, or (iii) by the Executive without Good Reason (as defined herein).
