Non-Change in Control Sample Clauses

Non-Change in Control. Termination by Cerner for other than an Ineligible Severance Event or Resignation following Constructive Termination. Subject to you satisfying your obligations under Paragraph 2.C.3. (Severance Agreement and Release), if, prior to a Change in Control or at any time after twelve (12) months following a Change in Control, (i) Cerner terminates your employment other than in connection with an Ineligible Severance Event or (ii) you resign from employment following a Constructive Termination, Cerner will within sixty (60) days (or later if required by Code Section 409A) of your termination of employment:
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Non-Change in Control. Except in the circumstances described below in subsection (ii), the Executive shall, upon a termination of employment pursuant to Section 6(d), be paid periodically, according to the Company’s payroll policy, his Regular Base Salary at the rate in effect on the Section 6(d) Termination Date for the Severance Period (as defined below); provided that, if the Executive is a “specified employee” within the meaning of Code Section 409A, on the Section 6(d) Termination Date, the sum of such amount that is paid within the first six (6) months following the Section 6(d) Termination Date shall not exceed two (2) times the lesser of:
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Non-Change in Control. If Cerner terminates your employment (which for purposes of this entire Agreement, shall have the same meaning as a "separation from service" under Section 409A of the Code) without Cause (as defined herein) prior to a change in control, Cerner will pay you, commencing within 30 days of your termination of employment, severance pay equal to the sum of (i) two (2) year's base salary (based on your annual base salary at the time of the termination), plus (ii) two (2) times the average annual cash bonus you received from Cerner during the three (3) years preceding the termination of your employment, less normal tax and payroll deductions. Such severance pay will be payable pro rata during the two (2) year severance term on Cerner' s regular paydays. Also, in the event Cerner terminates your employment without Cause, (i) for two (2) years following your termination without Cause, Cerner shall arrange to provide you with health, vision and dental insurance benefits that are substantially similar to the benefits provided to you by Cerner immediately prior to the termination of your employment and (ii) all of the equity incentive awards granted to you under any Cerner equity incentive plans after the date hereof that would have vested based on the passage of time during the two (2) year period following the date of your termination had you not been terminated without Cause, shall immediately vest.
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Related to Non-Change in Control

  • Change in Control For purposes of this Agreement, a "Change in Control" shall mean any of the following events:

  • After a Change in Control (i) From and after the date of a Change in Control (as defined in section 3(a) hereof) during the term of this Agreement, the Company shall not terminate the Employee from employment with the Company except as provided in this section 2(b), or as a result of the Employee's Disability (as defined in section 3(d) hereof) or his death.

  • Termination of Employment Following Change in Control (a) If a Change in Control (as defined in Section 5(b) of this Agreement) shall occur and if thereafter at any time during the term of this Agreement there shall be:

  • Vesting Upon Change in Control Notwithstanding anything to the contrary in this Agreement, including Section (D):

  • Upon a Change in Control If a Change in Control shall have occurred at any time during the period in which this Agreement is effective, this Agreement shall continue in effect for (i) the remainder of the month in which the Change in Control occurred and (ii) a term of 12 months beyond the month in which such Change in Control occurred (such entire period hereinafter referred to as the "Protected Period"). Note that in certain circumstances defined and set forth below, provisions of this Agreement shall survive for longer than the period described above.

  • 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:

  • Termination and Change in Control In the event of a Change in Control and at any time during the Change of Control Period (x) the Executive’s employment is terminated, or (y) without Executive’s written consent there occurs any material adverse change in the nature and scope of the Executive’s position, responsibilities, duties, or a change of 10 miles or more in the Executive’s location of employment, or any material reduction in Executive’s compensation or benefits and Executive voluntarily terminates his employment, then the Executive shall receive the Accrued Obligations on the Date of Termination, and the severence benefits consisting of:

  • No Change in Control Guarantor shall not permit the occurrence of any direct or indirect Change in Control of Tenant or Guarantor.

  • 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.

  • Employment After a Change in Control If a Change in Control of the Company (as defined in Section 12) occurs during the Change in Control Period and the Executive is employed by the Company on the date the Change in Control occurs (the “Change in Control Date”), the Company will continue to employ the Executive in accordance with the terms and conditions of this Agreement for the period beginning on the Change in Control Date and ending on the third anniversary of such date (the “Employment Period”). If a Change in Control occurs on account of a series of transactions, the Change in Control Date is the date of the last of such transactions.

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