Resignation following a Change of Control. If, within the Three-Year Period Employee experiences a Constructive Termination Event, and after providing written notice to Company no later than 90 days of the date the Constructive Termination Event first arose or occurred, Company fails to cure the event or condition giving rise to the Constructive Event within the 30-day period following Company’s receipt of the written notice, Employee may, effective at the end of such 30-day cure period, resign his employment with Company (the “Resignation”). In connection with such Resignation, Company shall pay to Employee the same amounts and benefits Employee would have been entitled to receive if he experienced a Post-CoC Termination under Section 4(d) above.
Resignation following a Change of Control. In the event of a Change of Control of Employer, thereafter, for “good reason” (as defined below), Employee may, at any time during the Three Year Period, in his sole discretion, on not less than thirty (30) days’ written notice and effective at the end of such notice period, resign his employment with Employer (the “Resignation”). Within five days of such a Resignation, Employer shall pay to Employee his full Base Salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Section 8(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Resignation”). Upon Resignation of Employee, Specified Benefits to which Employee was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Section 8(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, “good reason” shall mean the occurrence of a Constructive Termination Event.
Resignation following a Change of Control. If the Executive elects to terminate her employment following the first Change of Control to occur during the Contract Term (pursuant to Section 5.1(g)), the Company shall pay the Executive an amount equal to one hundred percent (100%) of the sum of (x) her Annual Base Salary and (y) her Average Annual Bonus (as defined above). Such amount shall be paid in equal consecutive installments, in accordance with the Company’s regular pay schedule and subject to Section 10.2(d), over a twelve (12) month period beginning on the effective date of the termination of Executive’s employment and, in any event, the first installment shall be paid on or prior to the Cessation Date.
Resignation following a Change of Control. The Executive may terminate her employment during the period commencing on the date of the first Change of Control to occur following the Effective Date and ending on the 75th day following such Change of Control (the “Cessation Date”) by written notice provided to the Company on or prior to the 60th day following such Change of Control. Except as may otherwise be expressly provided in Section 7.1(a) or in any written agreement between the Company and Executive with respect to the issuance of awards under the Company’s Incentive Award Plan, upon termination of Executive’s employment, Executive shall be entitled to receive only the compensation accrued but unpaid for the period of employment prior to the date of such termination of employment and shall not be entitled to additional compensation. Such accrued compensation shall be paid in accordance with the Company’s ordinary payment practices and, in any event, on or prior to the fifteenth (15th) day of the third (3rd) calendar month following the end of the calendar year in which the date of termination occurs.
Resignation following a Change of Control. The Executive may terminate his employment during the period commencing on the date of the first Change of Control to occur following the Effective Date and ending on the 75th day following such Change of Control (the “Cessation Date”) by written notice provided to the Company on or prior to the 60th day following such Change of Control. Except as may otherwise be expressly provided in Section 7.1(a) or in any written agreement between the Company and the Executive with respect to the issuance of awards under the Company's Amended and Restated Incentive Award Plan, upon termination of the Executive's employment, Executive shall be entitled to receive only the compensation accrued but unpaid for the period of employment prior to the date of such termination of employment and shall not be entitled to additional compensation. Except as otherwise set forth in the Company's employee benefit plans, such accrued compensation shall be paid in accordance with the Company's ordinary payment practices and, in any event, on or prior to the fifteenth (15th) day of the third (3rd) calendar month following the end of the calendar year in which the date of termination occurs.
Resignation following a Change of Control. In the event of a Change of Control of Employer, thereafter, for “good reason” (as defined below), Employee may, at any time during the Three Year Period, in his sole discretion, on not less than thirty (30) days’ written notice and effective at the end of such notice period, resign his employment with Employer (the “Resignation”). Within five days of such a Resignation, Employer shall pay to Employee his full Base Salary through the effective date of such Resignation, to the extent not theretofore paid, plus a lump sum amount equal to the Special Severance Payment (computed as provided in the first sentence of Section 8(e), except that for purposes of such computation all references to “Termination” shall be deemed to be references to “Resignation”). Upon Resignation of Employee, Specified Benefits to which Employee was entitled immediately prior to Resignation shall continue on the same terms and conditions as provided in Section 8(e) in the case of Termination (including equivalent payments provided for therein). For purposes of this Agreement, “good reason” shall mean the occurrence of one of the following occurrences: (i) a significant diminution in the nature or scope of Employee’s authority, title, responsibilities or duties, unless Employee is given new authority or duties that are substantially comparable to Employee’s previous authority or duties; (ii) a reduction in Employee’s then-current Base Salary, or a significant reduction in Employee’s opportunities for earnings, or the termination or significant reduction of any Employee benefit or perquisite enjoyed by him; (iii) a change in Employee’s place of employment such that Employee is required to work more than fifty (50) miles from Employee’s then current place of employment; (iv) the failure of Employer to obtain an assumption in writing of its obligation to perform this Agreement by any successor to all or substantially all of the assets of Employer within forty-five (45) days after a merger, consolidation, sale or similar transaction; or (v) any material breach of this Agreement by Employer, provided however that to the extent Employee believes that Employer has engaged in a material breach of this Agreement, Employee shall provide Employer with ten (10) calendar days notice of such material breach and allow Employer to attempt to cure the alleged breach during that ten (10) day time period. Only upon expiration of the ten (10) day time period, if Employee believes that Employer has not suf...
Resignation following a Change of Control. (a) If within six (6) months following a Change of Control (as defined below), the Executive’s employment is terminated by the Company without cause, the Company will provide the Executive with only the following in lieu of entitlements under Section 6.03 above:
Resignation following a Change of Control. 3.6.1 If a Change of Control (defined below) occurs, and, prior to the Change of Control, Company or representatives of the third party effecting the Change of Control (as applicable) do not offer Executive a Comparable Job (defined below) following the Change of Control and, on or within ten (10) days following the Change of Control, Executive terminates Executive’s employment and the Employment Period, then, so long as Executive has remained continuously employed from the Effective Date through the date of such Change of Control and subject to Sections 4.7 and 7.14, (i) all unvested Company equity awards held by Executive shall vest upon the Change of Control, (ii) Company shall pay Executive a cash lump sum equal to the sum of Executive’s Base Salary and Target Performance Bonus, and (iii) to the extent not yet paid to Executive, Company shall pay Executive the guaranteed 2012 bonus payment, per
Resignation following a Change of Control. If, within the Three-Year Period Employee experiences a Constructive Termination Event, and after providing written notice to Company no later than 90 days of the date the Constructive Termination Event first arose or occurred, Company fails to reasonably cure the event or condition giving rise to the Constructive Termination Event within the 30-day period following Company’s receipt of the written notice, Employee may, effective at the end of such 30-day cure period, resign from employment with Company at any time within the next 60 days and such resignation shall be considered a Constructive termination without Cause ("Qualifying Resignation"). In connection with such Qualifying Resignation, Company shall pay to Employee the same amounts and benefits Employee would have been entitled to receive if he experienced a Post-CoC Termination by Company without Cause under Section 4(c) above if Employee executes a release pursuant to Section 4(k). Any other voluntary resignation by Employee, including as a result of disability, shall not be a Qualifying Resignation for which such payments are made.
Resignation following a Change of Control. 3.6.1 If a Change of Control (defined below) occurs, and, prior to the Change of Control, Company or representatives of the third party effecting the Change of Control (as applicable) do not offer Executive a Comparable Job (defined below) following the Change of Control and, on or within ten (10) days following the Change of Control, Executive terminates
