Following a Change of Control. If the Company terminates the Executive’s employment during the Employment Period other than for Cause and other than due to the Executive’s death or Disability, or if Executive terminates the Executive’s employment during the Employment Period for Good Reason, in either case within the two-year period following a Change of Control, then:
Following a Change of Control. If the Executive terminates his employment, following a change of control (as defined in Paragraph 5(c)(ii) above) for "Good Reason", the Executive shall be entitled to the payments, benefits and other compensation provided above in Paragraph 5(c)(ii) in the case of termination by the Company following a change of control. For purposes of this Agreement, the Executive's termination of employment with the Company shall be on account of "Good Reason" if it occurs for any of the following reasons: (A) a demotion in rank, title, responsibility or authority; (B) the assignment to the Executive, following a change of control, of any duties inconsistent in any respect with the Executive's position (including status, offices, titles and reporting requirements), authority, duties or responsibilities as contemplated by Paragraph 2 of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties or responsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of such notice thereof given by the Executive; (C) any failure by the Company to comply with any of the provisions of Paragraph 3 of this Agreement, including but not limited to the failure by the Company to pay the Executive any portion of his compensation or to provide an annual bonus under terms (including but not limited to measures, targets and payout potential) at least as favorable as the terms for such bonus as in effect during the Company's fiscal year immediately prior to the date of the Change of Control, other than an isolated, insubstantial and inadvertent failure not occurring in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; (D) the Company's requiring the Executive to be based at any office or location other than as provided in Paragraph 2(a) hereof for more than 60 days; or (E) any failure by the Company to comply with and satisfy Paragraph 8 of this Agreement. Provided, however, that Executive may not terminate his employment for "Good Reason" as defined herein, unless and until he has given the Company written notice of the reason or reasons why he believes there is "Good Reason" to terminate his employment, and thereafter gives the Company a minimum of forty-five (45) days to cure the alleged act or failure which the Executive believes constitutes "Good Reason"...
Following a Change of Control. If the Participant is subject to a Withdrawal without Cause within the 12 months following any Change of Control, all of the RSUs then held by the Participant shall become vested on the date of such Withdrawal (and settle pursuant to Section 3(b) of this Award Agreement).
Following a Change of Control. If ANDERS is terminated without cause at any time following a Change of Control, ANDERS shall be entitled to severance equal to the greater of (i) two times the Base Salary which would have been paid for the remainder of the term had the Agreement not been terminated, or (ii) two times the sum of (A) one year's Base Salary then in effect, and (B) any and all bonuses paid to ANDERS in the eighteen (18) months prior to the effective date of termination. The severance payments under this Section 3.5.2 shall be paid 50% in cash on the effective date of termination and the balance in twelve (12) equal monthly payments on the 1st day of each month commencing on the 1st day of the month following termination. In addition, all benefits set forth in Section 4.5 herein shall continue to be paid during such twelve month period.
Following a Change of Control. If, during the Term, Bxxxxxx terminates his employment within six (6) months following a Change of Control, or Bxxxxxx’x employment is terminated by RAI in anticipation of a Change of Control or within six (6) months following a Change of Control, RAI shall pay to Bxxxxxx amounts equal to compensation and benefits as set forth in Sections 4 and 5 as if he had remained employed by RAI pursuant to this Agreement, for a period of thirty (30) months, payable in at the time when the same would have become due and payable if such termination had not occurred, or if the Change of Control occurs due to a Fundamental Transaction, at Bxxxxxx’x discretion in a lump sum upon such termination. The incentive compensation paid to Bxxxxxx pursuant to the foregoing sentence shall be an amount which is not less than the amount of incentive compensation (excluding stock option grants) Bxxxxxx received in the year immediately prior to the Date of Termination (and if such Date of Termination shall occur prior to Bxxxxxx receiving any incentive compensation, the incentive compensation for the purposes of this paragraph will be deemed to be in an amount equal to the Base Compensation). In the addition to the foregoing, any restricted stock of RAI or its affiliates outstanding on the Date of Termination shall be fully vested as of the Date of Termination and all options outstanding on the Date of Termination shall be fully vested and exercisable in accordance with the terms of the applicable plan and grant. The payments and benefits provided pursuant to this Section 7(e) are intended as liquidated damages for a termination of Bxxxxxx’x employment by RAI other than for Cause or for the actions of RAI leading to a termination of Bxxxxxx’x employment by Bxxxxxx for Good Reason, and shall be the sole and exclusive remedy therefor. Notwithstanding anything herein to the contrary, any termination of Bxxxxxx’x employment within one hundred twenty (120) days prior to a Change of Control (other than for Cause) will be deemed to have been in anticipation of such Change of Control.
Following a Change of Control. If, during the Term, Exxxxxx terminates his employment following a Change of Control as provided in Section 6(f), or Exxxxxx’x employment is terminated by RAI or RAI’s successor following a Change of Control then RAI shall provide to Exxxxxx the benefits described below (the “Severance Benefits”). All Severance Benefits shall be paid as described in Section 7(f).
Following a Change of Control. In the event of such termination within twelve (12) months following a Change of Control, in addition to Final Compensation, subject to Section 5(d)(iv) and provided that no benefits are payable to the Executive under a separate severance agreement as a result of such termination, then: (A) monthly during the period of twelve (12) months following the date of termination, the Company shall continue to pay the Executive the Base Salary at the rate in effect on the date of termination, (B) the vesting of a portion of the Executive’s outstanding equity awards granted by the Company shall accelerate, with such acceleration to be equal to the greater of 50% of the unvested portion of all such outstanding awards or the portion that would have vested over the twenty four (24) months from the termination date and, (C) subject to any employee contribution applicable to the Executive on the date of termination, shall continue to contribute to the premium cost of the Executive’s participation in the Company’s group medical and dental plans (unless prohibited by law), provided that the Executive is entitled to continue such participation under applicable law and plan terms. For purposes of this Agreement, “Change in Control” shall mean: (x) an acquisition of any voting securities of the Company (the “Voting Securities”) by any “person” (as the term “person” is used for purposes of Section 13(d) or Section 14(d) of the Securities Exchange Act of 1934, as amended (the “1934 Act”), immediately after which such person has “beneficial ownership” (within the meaning of Rule 13d-3 promulgated under the 1934 Act) (“Beneficial Ownership”) of 50% or more of the combined voting power of the Company’s then outstanding Voting Securities without the approval of the Board; (y) a merger or consolidation in which the Company’s stockholders immediately prior to such transaction hold, immediately after the consummation of the merger or consolidation, less than 50% of the combined voting power of the Company’s or its successor; or (z) the sale of all or substantially all of the Company’s assets.
Following a Change of Control. Notwithstanding Section 6(c)(i) of this Agreement, if within the eighteen (18) month period following the effective date of a Change of Control either Executive terminates his employment for Good Reason pursuant to Section 5(c) or the Company terminates Executive's employment pursuant to Section 5(d) or elects not to renew this Agreement pursuant to Section 2, then the Company will (A) pay to the Executive an amount equal to the greater of (i) $448,000 or thirty three (33) months of his then current Base Salary as of the effective date of the Change of Control (the "TERMINATION AMOUNT") and (B) will continue to provide the benefits then available to Executive and his eligible family members under Section 4 of the Agreement for a period commencing on the last day of Executive's actual employment with the Company (the "TERMINATION DATE") and ending one year thereafter (the "SEVERANCE PERIOD"); provided, however, that in the event that Executive secures full time employment prior to the end of the Severance Period with benefits substantially similar to those being paid for by the Company, he shall provide prior written notice to the Company and the Company shall no longer be required to provide such benefits as of the first date that Executive becomes eligible to receive such comparable benefits. In addition, during the Severance Period, Executive shall be deemed to be "in service" to the Company under the 2003 Plan and the 1994 Plan, and therefore any post-termination option exercise period under each of such plans shall not commence until the end of the Severance Period. Seventy Percent (70%) of the Termination Amount shall be payable to Executive on the Termination Date and the remaining thirty percent (30%) shall be payable on the last day of the Severance Period.
Following a Change of Control. A. In the event there is a "Change in Control" of the ownership of the Company, and the Employee's employment with the Company is terminated as a result of such Change in Control, the Employee shall be entitled to receive as a severance payment in a lump sum upon such termination an amount equal to 100% of his annual base salary (not including incentive compensation) as in effect at the time of such termination. In addition, any earned but unpaid base salary will be paid. Further, any stock options granted to the Employee will be fully vested upon a Change of Control, whether or not the Employee is terminated, notwithstanding any previously stated vesting restrictions but subject to expiration or termination pursuant to the governing stock option plan. A termination shall be deemed to be a result of a Change in Control if it occurs within six months following the Change in Control.
Following a Change of Control. In the event of a Change of Control, as defined below, you may terminate your employment hereunder for good reason by providing notice to the Company setting forth in reasonable detail the condition giving rise to good reason for termination no later than thirty (30) days following the occurrence of the condition; by giving the Company thirty (30) days to remedy the condition; and, if the Company fails to remedy the condition within that time, by terminating employment for good reason within sixty (60) days thereafter by notice that sets forth in reasonable detail the un-remedied condition that constitutes good reason for such termination. You will have good reason for termination if any one or more of the following events occurs without your consent following consummation of a Change of Control: (i) the material breach of this Agreement by the Company; (ii) a material diminution of any of your significant duties, responsibilities or authority, provided, however, that the Company’s failure to continue your appointment or election as a director or officer of any of its Affiliates, a change in reporting relationships resulting from the direct or indirect control of the Company (or a successor) by another entity and any diminution of the business of the Company or any of its Affiliates or any sale or transfer of equity, property or other assets of the Company or any of its Affiliates shall not constitute “good reason”; (iii) any reduction in or failure to pay your base salary or any reduction in your Annual Bonus opportunity (i.e., a reduction in your target bonus); or (iv) a relocation of your primary worksite more than thirty-five (35) miles from its then-current location.