Involuntary Termination in connection with Change in Control Sample Clauses

Involuntary Termination in connection with Change in Control. This provision replaces Section 2(e) of the Performance Restricted Stock Unit Agreement:
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Involuntary Termination in connection with Change in Control. This provision replaces Section 2(b) of the Restricted Stock Unit Agreement for the Eligible Executives:
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Involuntary Termination in connection with Change in Control. If the Executive’s employment with the Company terminates in circumstances that will entitle the Executive to benefits under the CIC Plan, the Executive will be entitled to the benefits provided under the CIC Plan (subject to the terms and conditions set forth therein) and not the benefits provided in Section 1.2 above. If the Executive is entitled to benefits provided under the CIC Plan and the Severance Date occurs prior to the applicable Change in Control, the cash severance provided under Section 4(a) of the CIC Plan shall be reduced by the amount of any cash severance previously paid to the Executive pursuant to Section 1.2 hereof. For purposes of clarity, if the Executive’s employment is terminated pursuant to a Qualifying Termination and any stock option or other equity-based award granted to the Executive by the Company, to the extent such award is outstanding and unvested on the Severance Date and otherwise purports to terminate on the Severance Date, such termination of the award shall not be effective (subject, in all events, to the original maximum term of the award) until the later of (a) the end of the 90-day period following the Severance Date and (b) if a definitive agreement with respect to a Change in Control transaction was entered into prior to the Severance Date, one year following the execution of such agreement, and, if a Change in Control occurs within such period of time, such termination of the award shall (subject to the original maximum term of the award) not be effective and such award shall be subject to the accelerated vesting rules set forth in the CIC Plan, and, in the case of stock options or similar awards, the Executive shall be given a reasonable opportunity to exercise such accelerated portion of the option or other award before it terminates.
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Involuntary Termination in connection with Change in Control. If, in connection with or during the period of twelve (12) months following a Change in Control, the Executive’s employment with the Company terminates as a result of an Involuntary Termination (as such term is defined in Section 2), the Executive shall be entitled to the following benefits (in addition to the Accrued Obligations and subject to Section 1.4 below):
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Involuntary Termination in connection with Change in Control. (i) The RSUs will become fully vested immediately upon the Participant’s termination of Service in the event that (A) the Participant’s Service is terminated by the Company for any reason other than Cause, death or Disability or (B) the Participant resigns for Good Reason, in each case, at the time of, or during the period commencing the date three (3) months prior to a Change in Control and ending twenty-four (24) months following such Change in Control, the consummation of a Change in Control occurring after the Date of Grant.
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Involuntary Termination in connection with Change in Control a. Notwithstanding anything to the contrary in this Agreement, upon the occurrence of a termination of Employee’s employment during the Performance Period by the Company without Cause (as defined below), or a termination by Employee for Good Reason (as defined below), in either case within the 18-month period immediately following a Change in Control (a “
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Related to Involuntary Termination in connection with Change in Control

  • Involuntary Termination in Connection with a Change in Control Notwithstanding anything contained herein, in the event of an Involuntary Termination prior to a Change in Control, if the Involuntary Termination (1) was at the request of a third party who has taken steps reasonably calculated to effect such Change in Control or (2) otherwise arose in connection with or in anticipation of such Change in Control, then the Executive shall, in lieu of the payments described in Section 4 hereof, be entitled to the Post-Change in Control Severance Payment and the additional benefits described in this Section 5 as if such Involuntary Termination had occurred within two (2) years following the Change in Control. The amounts specified in Section 5 that are to be paid under this Section 5(h) shall be reduced by any amount previously paid under Section 4. The amounts to be paid under this Section 5(h) shall be paid within sixty (60) days after the Change in Control Date of such Change in Control.

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination without Cause or Resignation for Good Reason in Connection with a Change of Control If the Company terminates Executive’s employment with the Company without Cause (excluding death or Disability) or if Executive resigns from such employment for Good Reason, and, in each case, such termination occurs during the Change of Control Period, then subject to Section 4, Executive will receive the following:

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Termination Upon Change in Control (1) For the purposes of this Agreement, a “Change in Control” shall mean any of the following events that occurs following the Effective Date:

  • Involuntary Termination Without Cause In the event of the Participant’s involuntary Termination by the Company without Cause, the vested portion of the Option shall remain exercisable until the earlier of (i) ninety (90) days from the date of such Termination, and (ii) the expiration of the stated term of the Option pursuant to Section 3(d) hereof.

  • Involuntary Termination “Involuntary Termination” shall mean (i) without the Employee’s express written consent, the significant reduction of the Employee’s duties or responsibilities relative to the Employee’s duties or responsibilities in effect immediately prior to such reduction; provided, however, that a reduction in duties or responsibilities solely by virtue of the Company being acquired and made part of a larger entity (as, for example, when the Chief Financial Officer of Company remains as such following a Change of Control and is not made the Chief Financial Officer of the acquiring corporation) shall not constitute an “Involuntary Termination”; (ii) without the Employee’s express written consent, a substantial reduction, without good business reasons, of the facilities and perquisites (including office space and location) available to the Employee immediately prior to such reduction; (iii) without the Employee’s express written consent, a material reduction by the Company in the Base Compensation or Target Incentive of the Employee as in effect immediately prior to such reduction, or the ineligibility of the Employee to continue to participate in any long-term incentive plan of the Company; (iv) a material reduction by the Company in the kind or level of employee benefits to which the Employee is entitled immediately prior to such reduction with the result that the Employee’s overall benefits package is significantly reduced; (v) the relocation of the Employee to a facility or a location more than 50 miles from the Employee’s then present location, without the Employee’s express written consent; (vi) any purported termination of the Employee by the Company which is not effected for death or Disability or for Cause; or (vii) the failure of the Company to obtain the assumption of this agreement by any successors contemplated in Section 10 below.

  • Termination Upon a Change in Control If Executive’s employment is subject to a Termination within a Covered Period, then, in addition to Minimum Benefits, the Company shall provide Executive the following benefits:

  • Termination After a Change in Control You will receive Severance Benefits under this Agreement if, during the Term of this Agreement and after a Change in Control has occurred, your employment is terminated by the Company without Cause (other than on account of your Disability or death) or you resign for Good Reason.

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