Months Following a Change in Control Sample Clauses

Months Following a Change in Control. 1. For purposes of this Agreement, a “
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Months Following a Change in Control. Although the Company or Executive may terminate this Agreement At-Will, if the Company elects to terminate Executive’s employment without “Cause” or Executive resigns for “Good Reason” (as defined herein) on or within a period of twelve (12) months following a Change in Control (as defined herein), Executive shall be eligible to receive the following Change in Control Severance Benefits: i) all accrued and unpaid Base Salary earned during the Employment Term, ii) cash severance payments equivalent to (A) twelve (12) months of the Executive’s Base Salary and (B) the Executive’s maximum Performance Bonuses payable for the fiscal year in effect on the Termination Date, payable as “salary continuation” in accordance with the Company’s regular payroll cycle, commencing on the first payroll period that is 31 days following the Termination Date; iii) the continuation of Executive’s existing health insurance benefits for a twelve (12) month period, if permitted by the Company’s health insurance plan (at the then-current contribution levels), or, if not permitted by the Company’s health insurance plan, the Company will reimburse the Executive for the cost of twelve (12) months of Executive’s COBRA health insurance continuation benefits (assuming Executive is COBRA-eligible); and iv) any outstanding unvested equity awards, including stock options under any Company stock option plans, shall become fully vested and exercisable as of the Termination Date. All other Company obligations to the Executive will be terminated and completely extinguished. Provision of the Change in Control Severance Benefits is contingent on a) the Executive’s continued compliance with all surviving provisions of this Agreement and b) the Executive’s execution of a full general release, releasing all claims, known and unknown, that Executive may have against the Company, arising out of or in any way related to Executive’s employment or termination of employment with the Company, on terms satisfactory to the Company, including a reciprocal non-disparagement clause in favor of both the Company and the Executive. If such a general release described in clause b) has not been executed and delivered and become irrevocable on or before the 30th day following the Termination Date, no amounts or benefits under this Agreement shall be or become payable. Initials: /
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Months Following a Change in Control. If Executive is terminated without Cause (other than due to Executive’s death or Executive’s Disability) or Executive terminates Executive’s employment for Good Reason, in either case upon or within twelve (12) months following a Change in Control, then in addition to the Accrued Benefits, Executive shall be entitled to the benefits described in paragraphs (i), (ii), (iii), (v) and (vi) below.
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Months Following a Change in Control. If Executive's employment is terminated by the Company other than for Cause or by Executive for Good Reason prior to the end of the Term, in each case within twelve (12) months following a Change in Control, and, with respect to clauses (ii), (iii), (iv) and (v) below, Executive timely provides the Company with the Release in accordance with Sections 5(f) and 5(g) hereof, then Executive shall be entitled to, in each case if applicable as of the date of termination:
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Months Following a Change in Control. If the Participant’s employment is terminated by the Employer without Cause other than within 12 months following a Change in Control, then the number of PSUs that are earned and which shall vest shall be determined by the Administrator in its discretion based on actual performance through the end of the fiscal quarter ending immediately prior to the date of such termination. The earned PSUs shall be paid to the Participant following the end of the Performance Period, at the time specified in Section 5.
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Related to Months Following a Change in Control

  • Termination Following a Change in Control In the event of a Change in Control, if the Executive’s employment is terminated by the Company or an Affiliate during the Post-Change Period, the Executive shall be entitled to the benefits provided by Section 8(c) unless such termination is the result of the occurrence of one or more of the following events:

  • Following a Change in Control 1. If the Executive’s termination of employment without Cause (pursuant to Section VI(E)) or for Good Reason (pursuant to Section VI(F)) occurs within twelve (12) months following a Change in Control, then the amounts payable pursuant to Section (E) or Section (F) above, as the case may be, shall be referred to as the “Change in Control Severance Amount,” and shall be paid to Executive in a lump sum no later than sixty (60) days following the Date of Termination or periodically at the regular payroll dates, at the Executive’s election, as of the Date of Termination and for the remaining term of the non-compete covenant in Section IX hereof; provided, that in the event the receipt of amounts payable pursuant to this Section (H) within six (6) months of the Date of Termination would cause the Executive to incur any penalty under Section 409A of the IRC, then payment of such amounts shall be delayed until the date that is six (6) months following the Executive’s termination date. The Executive may elect to receive an enhanced severance amount consisting of six (6) additional months of the Executive’s Base Salary (payable in accordance with the first sentence of this paragraph), upon execution of a full release of claims in favor of the Company. Payments pursuant to this Section (H) shall be made in lieu of, but not in addition to, any payment under any other paragraph of this Section VI. Furthermore, all outstanding stock options, restricted stock, restricted stock units and any other unvested equity incentives shall vest and/or remain exercisable for their stated terms solely in accordance with the terms of the stock option agreements or restricted stock agreements to which the Company and the Executive are parties on the Date of Termination. In addition, all amounts contributed by the Company to the CAP for the benefit of the Executive shall vest and thereafter be paid out in accordance with the terms of the CAP as in effect on the Date of Termination.

  • Termination Following a Change of Control (1) In the event that a "Change in Control" of the Company shall occur at any time during the Term hereof, the Executive shall have the right to terminate the Executive's employment under this Agreement upon thirty (30) days written notice given at any time within one year after the occurrence of such event, and such termination of the Executive's employment with the Company pursuant to this Section 6(g)(1), and, in any such event, such termination shall be deemed to be a Termination by the Company other than for Cause and the Executive shall be entitled to such Compensation and Benefits as set forth in Subsection 6(h) of this Agreement.

  • 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.

  • Termination Upon or Following a Change of Control (a) A Change of Control of the Company ("Change of Control") shall be deemed to have occurred upon the happening of any of the following events:

  • Prior to a Change in Control If, prior to the expiration of the Employment Term, the Executive's employment is terminated by the Company without Cause (as defined in Section 5.3), or the Executive resigns from his employment hereunder for Good Reason (as defined in Section 5.4.1), at any time prior to a Change in Control, the Company shall continue to pay the Executive the Base Salary (at the rate in effect immediately prior to such termination) for the greater of (i) 6 months or (ii) the remainder of the Employment Term (such period being referred to hereinafter as the "Severance Period"), at such intervals as the same would have been paid had the Executive remained in the active service of the Company. In addition, the Executive shall be entitled to continue to participate during the Severance Period in all employee welfare benefit plans that the Company provides and continues to provide generally to its employees, provided that the Executive is entitled to continue to participate in such plans under the terms thereof. The Executive shall have no further right to receive any other compensation or benefits after such termination or resignation of employment except as determined in accordance with the terms of the employee benefit plans or programs of the Company. In the event of the Executive's death during the Severance Period, Base Salary continuation payments under this Section 5.1.1 shall continue to be made during the remainder of the Severance Period to the beneficiary designated in writing for this purpose by the Executive or, if no such beneficiary is specifically designated, to the Executive's estate. If,during the Severance Period, the Executive materially breaches his obligations under Section 8 of this Agreement, the Company may, upon written notice to the Executive, terminate the Severance Period and cease to make any further payments or provide any benefits described in this Section 5.1.1.

  • Termination Following Change in Control (a) If a Change in Control shall have occurred, Employee shall be entitled to the benefits provided in Section 4 upon the subsequent termination of Employee’s employment within the applicable period set forth in Section 4 unless such termination is due to Employee’s death, Retirement or Disability or is for Cause or is effected by Employee other than for Good Reason (as such terms are defined in Section 3(d)).

  • 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.

  • 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.

  • Termination Following Change of Control If a "Change in Control", as defined in Section 9(e)(v), shall have occurred and within 13 months following such Change in Control the Company terminates your employment other than for Cause, as defined in Section 9(b), or you terminate your employment for Good Reason, as that term is defined in Section 9(e)(vii), then you shall be entitled to the benefits described below: