Rights in Event of Termination of Employment Following Change in Control Sample Clauses

Rights in Event of Termination of Employment Following Change in Control. (a) In the event of a termination of employment following a change of control (as described in Section 5(a) of this Agreement), Executive shall be entitled to receive the compensation and benefits set forth below:
Sample 1Sample 2Sample 3See All (32)
AutoNDA by SimpleDocs
Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS only (not the Bank), Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred, HMS shall pay Executive an amount equal to and no greater than 2.0 times the Executive’s Agreed Compensation as defined in subsection (g) of Section 3, which amount shall be payable in twenty-four (24) equal monthly installments. In addition, Executive shall be entitled to a continuation of HMS’s employee benefits for twenty-four (24) months or until Executive secures substantially similar benefits through other employment, whichever shall first occur. If Executive is no longer eligible to participate in an employee benefit plan because he no longer is an employee, HMS will pay Executive the amount of money that it would have cost HMS to provide the benefits to Executive. However, in the event the payment described herein, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with his termination of employment, would result in the imposition of an excise tax under Code Section 4999, such payments shall be retroactively (if necessary) reduced to the extent necessary to avoid such excise tax imposition. Upon written notice to Executive, together with calculations of HMS’s independent auditors, Executive shall remit to HMS the amount of the reduction plus such interest as may be necessary to avoid the imposition of such excise tax. Notwithstanding the foregoing or any other provision of this contract to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, then HMS shall be required only to pay to Executive the amount determined to be deductible under Section 280G.
Sample 1Sample 2Sample 3See All (28)
Rights in Event of Termination of Employment Following Change in Control. If Executive’s employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized), multiplied by two (2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s termination of employment, would result in the imposition of an excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), such payment shall be reduced to the extent necessary to avoid such excise tax imposition. Notwithstanding the foregoing or any other provision of this Agreement to the contrary, if any portion of the amount herein payable to the Executive is determined to be non-deductible pursuant to the regulations promulgated under Section 280G of the Code, the Corporation shall be required only to pay to Executive the amount determined to be deductible under Section 280G. The determination of any reduction in the lump sum payment under this paragraph 2 pursuant to the foregoing provisions shall be made by Corporation’s independent auditors.
Sample 1Sample 2Sample 3See All (12)
Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Employee delivers a Notice of Termination to Leesport and Leesport Bank, Employee shall be absolutely entitled to receive the compensation determined in the manner set forth below:
Sample 1Sample 2
Rights in Event of Termination of Employment Following Change in Control. (a) In the event that Executive delivers a Notice of Termination (as defined in Section 5(a) of this Agreement) to HMS, Executive shall be absolutely entitled to receive the compensation and benefits set forth below: If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred prior to the second anniversary date of this Agreement, upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to and no greater than 2.0 times the Executive’s then Annual Base Salary, which amount shall be payable in twenty-four (24) equal monthly installments commencing within thirty (30) days of receiving an executed release subject to the requirements of Code Section 409A; and (ii) HMS shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 24 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. If, at the time of termination of Executive’s employment, a “Change in Control” (as defined in Section 5(b) of this Agreement) has also occurred after the second anniversary date of this Agreement, upon execution of a reasonable release satisfactory to HMS, HMS will provide Executive with the following pay and benefits: (i) a payment in an amount equal to and no greater than 2.0 times the sum of (a) Executive’s then Annual Base Salary and (b) the highest annual incentive bonus paid to the Executive during the previous two years, which amount shall be payable in twenty-four (24) equal monthly installments commencing within thirty (30) days of receiving an executed release subject to the requirements of Code Section 409A; and (ii) HMS shall reimburse Executive in an amount equal to the monthly premium paid by him to obtain substantially similar employee benefits which he enjoyed prior to termination, which reimbursement shall continue until the expiration of 24 months following the date of termination of employment or until Executive secures substantially similar benefits through other employment, whichever shall first occur, subject to Code Section 409A if applicable. However, in th...
Sample 1
Rights in Event of Termination of Employment Following Change in Control. If Executive’s employment is terminated by Corporation or Bank other than for Cause (as defined below) on or before the three (3) year anniversary of the date of a Change in Control (as defined below), then Corporation or Bank shall pay to Executive, in lieu of any other severance benefits to which Executive may be entitled, an amount equal to the product of (a) the average annual aggregate compensation paid by Corporation and Bank to Executive and includible in the Executive’s gross income for federal income tax purposes during the five (5) calendar years preceding the taxable year in which the date of the termination occurs (or during the actual number of years in which Executive was employed by Corporation and Bank if less than five (5), with any partial year annualized), multiplied by two (2), such payment to be made in a lump sum on or before the fifth day following the date of termination and shall be subject to applicable taxes and withholdings. However, if the lump sum payment under this paragraph 2, when added to all other amounts or benefits provided to or on behalf of the Executive in connection with Executive’s termination of employment, would result in the imposition of an excise tax
Sample 1
Rights in Event of Termination of Employment Following Change in Control. (a) Except as provided in Section 6(b) below (relating to a Board Approved Change in Control), in the event that Employee delivers a Notice of Termination to Company and E&B, E&B shall make (or cause to be made) a lump sum cash payment to Employee no later than thirty (30) days following the date of such termination in an amount equal to two (2) times Employee’s then Annual Base Salary.
Sample 1
AutoNDA by SimpleDocs
Rights in Event of Termination of Employment Following Change in Control. 8.1 If a Change in Control (as defined in Section 7.2 of this Agreement) shall occur and Executive terminates this Agreement for Good Reason or experiences an involuntary Separation From Service, then the Bank will pay Executive a lump sum amount, minus applicable taxes and withholdings, payable within thirty (30) days of Executive’s Separation from Service, except as otherwise required in accordance with Sections 19 and/or 20 hereof. The lump sum amounts will be as follows:
Sample 1

Related to Rights in Event of Termination of Employment Following Change in Control

  • 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:

  • 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 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 a Change in Control (a) In the event of the occurrence of a Change in Control, the Executive's employment may be terminated by the Company or a Subsidiary during the Severance Period and the Executive shall be entitled to the benefits provided by Section 4 unless such termination is the result of the occurrence of one or more of the following events:

  • Termination Following Change in Control If a Change in Control shall have occurred during the term of this Agreement, the Executive shall be entitled to the benefits provided in subsection 4(d) unless such termination is (A) because of the Executive's death or Retirement, (B) by the Company for Cause or Disability, or (C) by the Executive other than for Good Reason.

  • Termination of Employment; Change in Control (i) For purposes of the grant hereunder, any transfer of employment by the Optionee among the Corporation and the Subsidiaries shall not be considered a termination of employment. If the Optionee's employment with the Corporation is terminated for Cause (as defined in the last Section hereof), the Option, whether or not then vested, shall be automatically terminated as of the date of such termination of employment. If the Optionee's employment with the Corporation shall terminate other than by reason of Retirement (as defined in the last Section hereof), Disability (as defined in the last Section hereof), death or Cause, the Option (to the extent then vested) may be exercised at any time within ninety (90) days after such termination (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such termination. If the Optionee dies or becomes Disabled (A) while employed by the Corporation or (B) within 90 days after the termination of his or her employment other than for Cause or Retirement, the Option (to the extent then vested) may be exercised at any time within one year after the Optionee's death or Disability (but not beyond the Term of the Option). The Option, to the extent not then vested, shall immediately expire upon such death or disability. If the Optionee's employment terminates by reason of Retirement, the Option shall (A) become fully and immediately vested and exercisable and (B) remain exercisable for three years from the date of such Retirement (but not beyond the Term of the Option).

  • Termination of Employment Change of Control (a) In the event of the Participant’s death prior to the termination of his Continuous Service, any unvested Stock Units shall immediately vest and the underlying Unit Shares shall be immediately delivered to the Participant’s beneficiary or beneficiaries.

  • Termination Following Change of Control Should Employee at any time within two years of a change of control cease to be an employee of the Company (or its successor), by reason of (i) involuntary termination by the Company (or its successor) other than for "cause" (following a change of control), "

  • Termination Following a Change of Control If the Employee's employment terminates at any time within eighteen (18) months following a Change of Control, then, subject to Section 5, the Employee shall be entitled to receive the following severance benefits:

  • Compensation Following Termination of Employment In the event that Executive's employment hereunder is terminated, Executive shall be entitled to the following compensation and benefits upon such termination:

Time is Money Join Law Insider Premium to draft better contracts faster.