Payment Upon Change in Control. If Executive is employed by the Company on the date of the announcement of a transaction which, if consummated, would constitute a Change in Control and either (i) Executive is employed by the Company ninety (90) days after the date the Change in Control shall occur or (ii) the Executive's employment is terminated by the Company for any reason other than Cause within ninety (90) days after the Change in Control or by reason of the Executive's death or Disability (as defined in the Employment Agreement), then ninety (90) days following the closing of the transaction constituting the Change in Control the Company shall pay to the Executive (or in the event of the Executive's death, the Executive's estate) a lump-sum cash amount equal to the product of (x) 2.99 and (y) the sum of (1) Executive's annual base salary as then in effect and (2) the maximum amount of any bonus or incentive compensation to which the Executive would be entitled for the year in which the Change in Control occurred (calculated by assuming that all performance goals or targets are satisfied and that the Executive was employed for the entire year).
Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein) shall occur during the Term, and after such Change in Control but prior to the end of the Term the Company terminates Employee’s employment without Cause with such termination being effective during the Term, in lieu of any other amounts payable under this Agreement, Employee shall be entitled to receive (i) an amount equal to twelve months of Employee’s Base Salary in effect as of the date of effectiveness of such termination in a lump sum payment, payable immediately upon cessation of employment, and (ii) a pro-rata portion of the Bonus, contingent on the Company’s achievement of any performance criteria relating to such Bonus, payable promptly following completion and filing of the Company’s year-end audit for the applicable year (such payments shall be net of appropriate tax and other withholdings, and are referred to collectively as the “Change in Control Payments”); provided, however, that if such Change in Control Payments, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such Change in Control Payments or other benefits shall be reduced to the largest amount that will not result in receipt by Employee of an excess parachute payment. A Change in Control will have no other effect on this Agreement, which will remain in full force and effect.
Payment Upon Change in Control. Notwithstanding any other provision in this Agreement to the contrary, if a “Change in Control” of the Company (as defined herein), shall occur during the Term, and prior to the 24 month anniversary of the consummation date of the Change in Control (A) the Company terminates Employee’s employment without Cause or (B) Employee terminates his employment for Good Reason, in lieu of any other amounts payable under this Agreement, Employee shall receive a lump sum payment equal to two (2) times Employee’s average annual W-2 compensation from the Company for the most recent five (5) taxable years ending before the date on which the Change in Control occurs (or such portion of such period during which Employee performed personal services for the Company); provided, however, that if such lump sum payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee within ten (10) days of his termination of employment following the Change in Control as provided above. A Change in Control will have no other effect on this Agreement which will remain in full force and effect.
Payment Upon Change in Control. In the event that the Company undergoes a Change of Control during the Employment Term or any Renewal Term, the Company will pay the Executive an amount that, after subtracting therefrom the federal and state income and payroll withholding taxes that would be assessed thereon, would be equal to three (3) times his then current Base Salary, regardless of whether the Executive remains employed by the Company.
Payment Upon Change in Control. In the event of a “Change in Control” of the Company (as defined herein), Employee shall receive a lump sum payment equal to two (2) times Employee’s average annual W-2 compensation from the Company for the most recent five (5) taxable years ending before the date on which the Change in Control occurs (or such portion of such period during which Employee performed personal services for the Company), but not in excess of the amount specified in Code Section 162(m)(1) (currently, $1,000,000) or any successor Code Section thereto; provided, however, that if such lump sum payment, either alone or together with other payments or benefits, either cash or non-cash, that Employee has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any deferred compensation, options, stock appreciation rights or any benefits payable to Employee under any plan for the benefit of employees, which would constitute an “excess parachute payment” (as defined in Section 280G of the Code), then such lump sum payment or other benefit shall be reduced to the largest amount that will not result in receipt by Employee of a parachute payment (“Change in Control Payment”). The Change in Control Payment will be paid to Employee upon the closing of the transaction causing the Change in Control. A Change in Control will have no other effect on this Agreement which will remain in full force and effect.
Payment Upon Change in Control. If payment is triggered pursuant to Section 4(d)(ii), then as soon as practicable after the Change in Control, the Company will settle the vested PUs by delivering an amount of cash equal to the Fair Market Value, determined as of the date of the Change in Control, of a number of Shares equal to the number of vested PUs
Payment Upon Change in Control. The then-outstanding principal and any accrued and unpaid interest under the Note shall become immediately due and payable upon a Change in Control of the Obligor.
Payment Upon Change in Control. Immediately preceding the occurrence of a “Change in Control” (as defined in Appendix I attached hereto and incorporated herein by this reference), Employer shall pay to Employee, in immediately available funds, an amount equal to (A) two (2) times Executive’s then current annual Salary and (B) two (2) times the amount of average Incentive Bonus paid during the two (2) calendar years preceding the date of termination.
Payment Upon Change in Control. Immediately preceding the occurrence of a “Change in Control” (as defined in Appendix I attached hereto and incorporated herein by this reference), Employer shall pay to Employee, in immediately available funds, an amount equal to three (3) times Executive’s then current annual Salary, which amount shall be net of all then applicable federal, state and local taxes payable by Executive relating to such payment (said payment taking into consideration the full gross-up effect of additional taxes payable with respect to tax payments).
Payment Upon Change in Control. Upon the consummation of any Change in Control, the Company shall pay to Executive, in cash, an amount equal to the lesser of (a) three times the sum of his current annual rate of Base Salary and his last prior Annual Bonus and (b) the maximum amount that could be paid to him without causing any payment to be made to or with respect to him by reason of the Change in Control to constitute an “excess parachute payment” as such term is defined in Section 280G(b)(1) of the Code.
