Severance and Change in Control Sample Clauses

Severance and Change in Control. Executive shall be entitled to receive benefits upon Executive’s Separation from Service by reason of termination of Executive’s employment with the Company only as set forth in this Section 1.
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Severance and Change in Control. Notwithstanding anything in the Agreement to the contrary, Executive shall be entitled to the following payments in the event of termination.
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Severance and Change in Control. (a) Severance. In the event the Executive is terminated without Cause, Executive shall receive the 2015 Guaranteed Award to the extent it has not been paid and 26 weeks of Executive’s Base Salary at the time of Executive’s termination of employment. Such amounts shall be payable following the date of termination of Executive’s employment consistent with the Company’s general payroll practices, and contingent upon Executive executing, and not revoking, a standard release agreement which shall not release Executive’s right of indemnification and shall not release the right to enforce this Agreement (a “Standard Release”). The Standard Release must be effective and irrevocable within fifty-five (55) days after the date of termination of Executive’s employment with the Company. The specific review and revocation period, if any, will be set forth in the Standard Release agreement.
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Severance and Change in Control. As the Company’s Chief Legal Officer, you will be considered a “C-Suite” Executive and also be eligible for severance and change in control provisions as approved by the Board in the Change in Control and Severance Agreement, a copy of which is attached (the “Severance Agreement”). We encourage you to carefully review that Severance Agreement. A few key highlights include:
Sample 1
Severance and Change in Control. You will be eligible for severance benefits as provided in the NuVasive, Inc. Executive Severance Plan as in effect on the Effective Date and without regard to any amendments or termination thereof. For purposes of that plan, we agree that (1) if you terminate your employment within ninety (90) days after the Board fails to nominate you for election as a member of the Board, the termination of your employment shall be treated as involuntary, and (2) you must be provided a period of at least sixty (60) days following receipt of written notice outlining with specificity all facts or omissions that the Company alleges give rise to a termination for cause pursuant to Section II,C.1 or 2, during which period you may effect a cure of any curable actions or omissions forming the basis for the termination for cause. Also, you will be subject to the provisions of the accompanying Change in Control Agreement provided you execute that agreement and the accompanying Proprietary Information and Inventions Assignment and Restrictive Covenant Agreement. As a further condition to entering into that Change in Control Agreement, you hereby agree that, in the event that your employment is terminated and you receive severance payments and benefits under the Change in Control Agreement, then, for a period of two (2) years following the effective date of that termination of employment (the “Restricted Period”), you:
Sample 1
Severance and Change in Control. The Compensation Committee of the Board will designate you as an “Eligible Person” within the meaning of the Company’s Severance Plan adopted April 29, 2009, as amended. Your “severance multiplier” will be one (1) and your “change-in-control multiplier” will be one (1). Your eligibility to receive benefits under the Severance Plan is subject to all terms and limitations of the Severance Plan including its requirement that participants must execute a release of claims in favor of the Company upon the termination of the participant’s employment.
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Severance and Change in Control 
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Related to Severance and Change in Control

  • Severance and Change in Control Benefits The Committee has designated you a participant in the Company’s Executive Change in Control and Severance Plan (the “Policy”), attached as Exhibit A to this Agreement. As a participant in the Policy, you will be eligible to receive severance payments and benefits upon certain qualifying terminations of your Employment as set forth in Exhibit B to this Agreement (the “Participation Terms”), subject to the terms and conditions of the Policy. By signing this Agreement, you agree that this Agreement, the Policy, and the Participation Terms constitute the entire agreement between you and the Company regarding the subject matter of this paragraph and supersede in their entirety all prior representations, understandings, undertakings or agreements (whether oral or written and whether expressed or implied), and specifically supersede any severance and/or change of control provisions of any offer letter, employment agreement, or equity award agreement entered into between you and the Company. For the avoidance of doubt, all other terms of any equity awards granted to you by the Company will remain in effect.

  • 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:

  • Change in Control Severance If, following the occurrence of a Change in Control, the Company or an Affiliate terminates the Executive's employment during the Post-Change Period other than as described in clause (i), (ii) or (iii) of Section 8(a), or if the Executive terminates his employment pursuant to Section 8(b), the Executive shall not be entitled to the severance compensation described in Section 7, and the Company will (i) pay or cause to be paid to the Executive the amounts described in Sections 8(c)(1), 8(c)(2), 8(c)(3), 8(c)(6) and 8(c)(7) within five business days after the Termination Date; (ii) pay or cause to be paid to the Executive the amount described in Section 8(c)(4), such amount to be payable no earlier than the date on which such Incentive Pay, if any, would have been paid under the applicable plan or policy of the Company absent such termination of employment; and (iii) provide the Executive the benefits described in Section 8(c)(5) for the period described therein.

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

  • Change in Control Severance Benefits If there is a Change in Control, and within one (1) year of such Change in Control, the Executive’s employment is terminated under the circumstances described in Sections 4(a) through 4(f) above, the Executive shall be entitled to the following: (I) if such termination is a termination by the Company without Cause pursuant to Section 4(a) or the Executive resigns for Good Reason pursuant to Section 4(b), the Company shall pay the Executive the Accrued Obligations and the Pro Rata Bonus and, in addition, subject to the provisions of Section 19, (A) an amount equal to twenty-four (24) months of the Executive’s Base Salary at the rate in effect on the date of termination or resignation, payable in a lump sum within sixty (60) calendar days of the date of termination or resignation; and (B) provided the Executive timely elects continuation coverage under COBRA, the Company shall also pay, on the Executive’s behalf, the portion of monthly premiums for the Executive’s group health insurance, including coverage for the Executive’s dependents, that the Company paid immediately prior to the date of termination or resignation, during the eighteen (18) month period following the date of termination or resignation, subject to the Executive’s continued eligibility for COBRA coverage. The Company will pay for such COBRA coverage for eligible dependents only for those dependents who were enrolled immediately prior to the date of termination or resignation. The Executive will continue to be required to pay that portion of the premium for the Executive’s health coverage, including coverage for the Executive’s eligible dependents, that the Executive was required to pay as an active employee immediately prior to the date of termination or resignation. Notwithstanding the foregoing, in the event that under applicable guidance the reimbursement of COBRA premiums causes the Company’s group health plan to violate any applicable nondiscrimination rule, the parties agree to negotiate in good faith a mutually agreeable alternative arrangement; and (II) if such termination is a termination or resignation under the circumstances described in Sections 4(c), 4(d), 4(e) or 4(f), the Executive shall be entitled to the compensation and benefits for which the Executive is eligible under such sections.

  • 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).

  • Change in Control Termination For purposes of this Agreement, a “Change in Control Termination” means that while this Agreement is in effect:

  • Termination After Change in Control Sections 9.2 and 9.3 set out provisions applicable to certain circumstances in which the Term may be terminated after Change in Control.

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